Cat and a Half
by anacsadder
Summary: Takes place between "The Cat" and "The Black Cat." Details Felicia's abduction, transformation, training, etc. Currently: Felicia Hardy(Black Cat), Doc Ock, Kingpin, Landon, John Hardesky. No cartoon knowledge required.
1. Abduction

FATR: The first five lines of dialogue are taken directly from Partners in Danger-The Cat. I can tell you all now, I do not own any of the characters that will be appearing in this fic. It is entirely based on the cartoons, specifically The Cat and The Black Cat, and I do not own any of those either. Rated for language and connotations. Do not worry if you have never seen these episodes or any of the cartoons at all. I will provide relevant information. I'm sorry if I spelled "Ausbach" or whatever wrong. It has such little bearing on the story, anyway.

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In her room, Felicia Hardy paced restlessly up and down the length of the rich carpet. There was a load weighing on her mind. She'd been thinking about her absent father more than usual lately, ever since Spider-Man had become a blip on her radar screen. She had always felt, a little guiltily, more in tune with her father than her mother. Perhaps she had a mild Electra complex, because she seemed to always be attracted to adventurous, mysterious men. Not only was her painful, almost hopeless attraction to the costumed hero and her sadness over her father's disappearance dragging her down, but also Octavius' sudden reappearance in her life. Her and her mother's lives. What devious scheme was he plotting to extort money from them now? How was her mother connected to the theft of the Ausbach fortune? The doctor was probably just suffering from some delusion. He was insane enough. But what had happened to her father? He had always been going out on enigmatic night errands. Perhaps he had... Felicia immediately shook off these suspicions. _No way daddy was a criminal. I just need some fresh air to clear my head._

She stepped out onto the balcony. The wind whipped through her hair as she hugged herself against the cold and turned to admire the city scape on her right. Behind her, a hissing metallic sound made her stiffen.

"Nervous, Ms. Hardy?"

She could have recognized that accent anywhere. Her fears were confirmed as, with a small gasp, she whipped around to face the yellow and green clad figure crouching on the side of the building. She could see her own frightened face reflected in the black glasses. "You," she hissed when her heart began beating again. Then her situation hit her and she charged back into the house. A tentacle chilled by the night air clamped around her ankle while another one rammed into her back. The floor knocked the air out of her lungs. She heard the thud of Doc Ock's yellow boots on the balcony as he alighted. She twisted to face him. "What are you doing here?"

He smiled sinisterly and began to reel her in like a fish. "Just picking up a special package."

"No!" Felicia shrieked, fingers clawing for an anchor or a weapon. _Lamp chord, floor lamp, bingo! _She hoisted the unwieldy object into the air and managed to smash the octopus in the face with it, cracking the glasses. He growled and released her, concentration disrupted temporarily. Knowing she was out powered by far, her fight or flight instincts told her to flee. She obeyed but to no avail. Otto was lashing out almost completely randomly now. She managed to duck one which whistled by inches from her head and smashed a picture on the wall. While she was distracted, another one came in low and caught her in the ribs, smashing her into a nearby table. She lay across it and gazed in horror as the arm raised above her like a deadly whip. She twisted aside just in time and the table was decimated instead of her skull. Then something was constricting her waist and she flew towards the mad man on the balcony. Of course she screamed and beat on the arm, but he probably couldn't feel it.

Octavius stepped up onto the railing and tapped the side of his glasses. The night vision feature blinked on and fuzzed back out. _She must have damaged it. Damn it all!_ He tapped them harder this time and the night vison popped on in the undamaged side. No matter, he could fix them when he returned to base. He knew almost exactly where he was going anyway. "You should be more careful, Ms. Hardy. I might drop you."

She glared at him, glanced at the streets below, and knew she had very few choices. She also knew she'd rather be in this bruising grip than splattered on the sidewalk. When the human octopus seemed satisfied that she was done struggling, his attention returned to the street. "Where-" Her inquiry was sucked out of her mouth by a rush of air as he leaped over the edge. She screamed before she realized two of the arms were gripping the underside of the balcony, buried in the stone itself.

Doc Ock flattened against the wall and pulled the girl up against his body, covering her mouth with his yellow gloved hand. He stared up at the underside of the balcony for a long time. When nothing moved he made his way swiftly around the corner of the building and vaulted across an alley onto the building next door. He crouched in the shadows of the brick canyon, three tentacles anchoring him firmly to the wall.

Felicia growled at him to get his hand off her mouth but he was preoccupied with something on his belt. That's when she summoned up the courage to bite his hand. He jerked his hand away and held her away from him. She couldn't see his eyes but it was obvious he wasn't happy. Felicia, however, was not one to be pushed around, so she crossed her arms and scowled right back.

"Do you know who you are dealing with here? Do you?!" He shook her.

"An overgrown, psychotic squid?" She smiled innocently.

His eyes narrowed behind his glasses. "Do not push my civility, Ms. Hardy."

She rolled her eyes. "This is civil? Blackmailing my mother? Trashing our house? Kidnaping me again?" The tentacle constricted. She squirmed. "Let go of me, you sick freak!"

Octavius raised an eyebrow, a dangerous expression on his face. "As you wish."

The tentacle around her waist went slack and she slipped out. The ground rushed up at her but the air was whistling past her too fast for her to get enough to manage a proper scream. At the last minute a claw snagged her arm and jerked her back up, all but dislocating her shoulder. She looked up to see Ock holding a strip of cloth in his organic hand. There was a big grin on his face, and was it her imagination or was he... laughing? Yes, laughing, at her, and her fear. _That was the worst one liner I have ever heard. _But she didn't dare criticize him out loud again, at least not until they were safely back on solid ground. He was quite clearly an insane megalomaniac, and he had all the power over her while they were this high up. She depended on him and his tentacles to keep her from going splat, and he knew it. That little exercise had proven it. They were once more face to face, her dangling by her left wrist. When she spoke, she made sure she sounded defeated. "How much money do you want this time?"

"This isn't about your mother anymore."

Felicia tilted her head at the subtle emphasis he put on 'mother.'

He pulled the blindfold tight between his hands. "Now I must blindfold you. I would appreciate it if you do not try to bite me again."

Felicia allowed him to blindfold her. That wasn't a big deal. What nearly got her going again was when she felt his body against hers and one of his human arms around her waist. "Now wait just a-" she started.

"I require the use of all four tentacles to travel at optimum speed." He hooked his other arm under her knees. "The sooner we reach our destination, the sooner we can end this unpleasantness. Right?"

_Unpleasantness?_ She wasn't sure if she should be insulted or relieved. "Sure."

The doctor nodded. "I suggest you hold on."

Felicia's head jerked up as though to look at him though she couldn't see him. "Hold on?" Her question was answered by a sudden lurch and then they were shooting up the side of the building. She squealed and her arms impulsively latched around his muscular neck and shoulders. Watching him on the news, hearing the loud booms, and seeing the destruction left in the arms' wake, she had come to believe traveling this way would be jerky and uncomfortable. The uncomfortable part was being pressed against the doctor's gaudy yellow chest plate There was a lurch in her stomach and she knew he had hopped buildings again. Ignoring Octavius, she was beginning to enjoy the ride. Had she not known better, she could have sworn they were actually flying.

As time went by, he began to notice his charge was shivering. His suit was designed for the temperatures encountered when cavorting about on rooftops at night, at any time really. All well, he could see the spire of the building not too far off. He glanced down to make sure the blind fold was secure. It was. Good. He stopped on the edge of a roof and looked around, plotting the best course.

_Why did we stop?_ She felt a familiar jolt as they were propelled into space but this time there was no jolt of catching onto another building. Gravity took over for what seemed like far too long and she fought down a scream. There was a boom that was louder than usual but the impact felt about the same. _Those arms must have some high-tech shock absorbers._ She could hear cars closer than they had been the whole trip and their progress had slowed, but she stayed quiet and still, ever the good little hostage. After a time she heard her captor's exotic accent in her ear.

"I'll need you to climb on my back now, Ms. Hardy."

"How am I supposed to do that if I can't see?"

"I'll assist you."

"Why do you want me to do that now, anyway?"

Otto smirked, though she couldn't see it. "Let me put it this way, my dear: You can either wrap your legs around me from the front or the back. It is your choice. I will not complain either way."

Her jaw dropped at his audacity and she made a mental note to slap him first chance that came her way. His laughter once more reached her ears as she hopped out of his arms, placed a hand on his shoulder, and moved around behind him. Two tentacles gave her a boost, and they were off again, this time climbing straight up, up, up... She could tell why he had wanted to be able to get closer to the surface of the building, but it still didn't give him an excuse to say the things he had said. There was a whirring sound over head followed by a k'chunk. They climbed over a ledge or something and were once more on solid ground. From the feeling in the air, they were inside, but she didn't know where. The whirring resounded again as their entrance snapped shut. Now she was trapped.


	2. Reunion

FATR: Yay! Thank you for the long review, aurora firestorm! All reviews are appreciated, of course, but I especially like the long, specific, detailed ones. I appreciate that you stated your 'nitpick' (as you called it) in such a non-confrontational way. I didn't really realize that the point of view was so disorganized. After much contemplation I have come up with this answer: As the author (or god) of this universe, I can see everything that goes on in the characters' heads as the story progresses. For suspense purposes, I only divulge little bits of information to the reader. Felicia knows the least about what's going on right now, so it is mostly in her point of view. I guess I'm going for a sort of limited omniscience. I also hope that you are satisfied with my answer. Creative criticism such as this is always welcome. You all know I own none of this, so let's proceed with the chip chip, shall we?

His organic arms released their hold on her legs and she slid off his back, uncomfortably aware of the way her skirt had ridden up during the ride. She touched ground and waited patiently with her hands clasped in front of her. Octavius moved around behind her and untied the blindfold. For a moment she thought she felt him run his hand over her hair as he pulled the blindfold off. _You're imagining things. He didn't do it on purpose._ Light flooded her eyes and it was difficult to take everything in. The room was white and gray, some kind of docking bay. One wall was a fold down runway, which must have been the source of the mechanical sounds she had heard. Once she had made a brief analysis of the environment she turned around and kept an earlier promise she had made to herself.

Doc Ock's human hand flew to his cheek in surprise.

"How dare you speak to me that way!" She snarled.

_She hits really hard._ "What way would that be, Ms. Hardy?"

"Don't play dumb with me you... you perverted nut job!" The arms shot up behind him like the quills of an incenses porcupine and she took a few steps back.

"You dare speak that way to a scientist?"

Felicia was angry, too, and she was not going to take this lying down. There was a little voice in the back of her head begging her to back down for once. She refused to listen. She didn't know exactly why, but she refused to listen. Maybe she was afraid that if she didn't stand up now, he would just keep pushing a little further each time until she did. "Stop it with that holier-than-thou bullshit! Your are a criminal, no matter how hard you try to sugar coat it! You-"

WHAP!

She laid the floor, ruefully eyeing the metal apparatus that had nearly crushed her ribs for... _What, the third time tonight?_ They all dove forwards at once and she screamed, putting up her hands to block her face. The top two latched around her wrists and the bottom two clamped around her ankles. Her arms almost broke as they were wrenched away from her face by the inhuman strength. She was drawn in close, so close she could clearly see her frightened eyes reflected in the obsidian lenses that hid his eyes.

He stuck his face barely an inch away from hers and she flinched to the side. A yellow gloved hand caressed her chin and turned her face back towards his. He studied her eyes. They were fierce, even if they looked terrified at the moment. "I see he chose the right girl for the job, on more than one level."

"J-job?" She stammered. When he spoke, she winced at his breath on her face.

"I would not want to spoil the surprise." He set her down and brushed passed her. "My employer awaits your delivery, and he is not a patient man. So, if you would follow me..." Here he turned to see her see her standing there, hugging herself. She appeared to be thinking. He had learned quickly that her thinking only meant trouble. He would have to be on guard. "Come along, Ms. Hardy." She kept her head down, but trailed after him anyway.

They passed through a set of metal doors that swished open automatically before them then clinked back into place behind them. Felicia's eyes moved back and forth, taking in each side of the stark hallway. There were doors of a similar nature at almost monotonously even intervals on either side of the corridor. She felt like she was trapped in an episode of Star Trek. _What job is it they want me for? No doubt something unscrupulous. Well, I flatly refuse to do anything illegal. Of course, they probably know that. What if they do something to me? What if they brainwash me? I've got to get out of here!_ She eyed her captor's back. He never even glanced at her once. Was he that confident that he had her? She bit her lip. There was a T-junction about three yards down the hall. She had to make her decision fast. As he turned left, she casually turned right, trying to tiptoe as much as possible. She was just about to breath a sigh of relief when something landed a blow between her shoulder blades with the force of a pile driver.

Dr. Octavius smirked at her. "Do you like it when I used my tentacles on you?" He launched all four of them forwards. This time she rolled away and flattened against the wall. The girl was cornered now. His lip curled into a snarl and his arms attacked again. Felicia screamed.

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In a lab on an upper floor, Wilson Fisk, standing behind his desk with both hands planted firmly on its surface, and John Hardesky, seated opposite Fisk, were in the middle of a heated conversation. "I vowed never to reveal the formula, to anyone!" John was yelling. "I may have been a crook, but I am not a traitor to my country! I don't care what you do to me."

The Kingpin straightened up and smiled ominously at his captive. "Mr. Hardesky, I have much more persuasive methods at my disposal."

Right on cue, metallic clanging and hissing alerted them to the octopus' arrival, but there was someone else with him. An outraged female voice yelled, "Put me down!"

Fisk gazed favorably at the doctor. "Impeccable timing."

Felicia took in the room's occupants. There were three. The first was a half man, half reptilian monster, literally. The division line ran right down the center of his face and disappeared under his shirt. The next figure her eyes fell on was an extremely large man in a white suit with a bald head. "Wilson Fisk! What is the meaning of this?"

The Kingpin leaned on the desk once more. "One might say I have gone into the business of family reunions."

_Family reunions?_ Felicia turned her attention to the man in the chair opposite Fisk. His hair was silvered and his eyes and the corners of his mouth had fine lines spreading out from them, but there was something deeply familiar about him. Like an older version of...

Fisk was saying, "How long you enjoy each others' company depends on how well you cooperate with me."

Felicia suddenly realized who she was looking at. Her heart stopped and she sucked in a small breath. The man lowered his head in shame.

"Felicia Hardy," Fisk smiled as her attention returned to him. "I would like you to meet your father."

Her eyes snapped back to her father. He snuck a glance at her, then put his hand over his face. "D-daddy? What's going on?"

"I never wanted you to find out," John Hardesky whispered.

"Are you ready to tell us now?" The Kingpin pressed.

John looked from the crime lord to his offspring, torn between his vow and protecting his daughter. "I swore..." He mumbled to himself weakly.

Felicia was lost in her confusion. It wasn't about her mother now, it was about her father. _I wish someone would just tell me what's-_ Her thoughts were cut off as the tentacle around her waist began to creep up her torso and constrict. Felicia hissed in pain. Every time she let out a breath it tightened so that the next intake was becoming increasingly difficult. She cried out but it left her lips as a squeak, like a strangled kitten.

"Stop! Stop it," John pleaded. "She doesn't even know what this is about."

Fisk pushed a pen and a pad of paper towards John. "The formula, Mr. Hardesky."

"I could easily snap her back," Doc Ock threatened.

That was the last straw. John snatched up the pen and scribbled down the formula. Before he could think about what he had just done, he threw the pen down and pushed both back to Fisk.

The pen disappeared into Fisk's front pocket and he passed the pad to his two-faced employee. "A pleasure to business with you."

"You got what you wanted, now please, let her go."

"I am not finished with either of you." He clapped his hands and some armed thugs in matching purple suits and helmets appeared. "Take them to a holding cell." He turned back to the mutant with the note pad. "Landon, you and Octavius begin setting up the machine."

Felicia breathed deeply, barely able to stand, when she was released. The thugs escorted her and her father down a hall at gun point. There was definitely no chance to run this time. The room they put them in was small and dark. The only thing in it was a bench along the back wall. Felicia sat down on the aforementioned bench to catch her breath.

"Are you okay, kitten?" John asked as he sat beside her. He could see bruises on her wrists and ankles, from that creep's mechanical arms, no doubt.

"I'm fine. Only a few bruises." She looked at her father desperately. "What happened in there? What formula were they talking about?"

John sighed. He knew he had to tell her some time, and now was as good a time as any. He cleared his throat and began his story.


	3. Information

FATR: Patience, Firestorm. There is no cartoon knowledge required, all relevant information will be worked into the story. The vast majority of information will be revealed in this very chapter. I had to make up a several things about Hardesky's life to fill in some gaps. The cartoon did not explain it, but I will, while I am filling in all of these other things the cartoon neglected to explain. I do not own the bit about him breaking into the lab to memorize the formula and witnessing the creation of captain America. I do not own the fact that the lab was destroyed by someone I can only guess is supposed to be a spy. I do not own the bit about him returning the rendevous point then hiding in a storm drain. Alright, now Stray. Doc Ock's accent is kind of hard to describe. I've tried to identify it myself, but it's really hard. I think it's sort of eastern European. Can anyone who's seen the cartoon give me a hand with this one? Perhaps you, Agent Silver? I'll keep trying to figure it out, Stray, but I'm so bad at turning accents into words I didn't even want to try this time (Refer to "Opening the Gate" to see what I mean). Also addressed to Stray: When will we see more of Zach? When will we see more of Blue Eyes? Huh? Huh? Thank you for reviewing. I suppose that is all. Back to Firestorm for a moment: Wow. That review was much longer and more specific than I would have expected. You put so much time into the review, I will break through my laziness barrier long enough to go back and fix some of the typos in my previous chapter. I may even fix chapter one of "Opening the Gate." Unfortunately, I am swamped with academic related business right now. I vow here, before everyone, that I will fix it on Friday the twelfth. You are all my witnesses. If I forget, beat me until I do it. And yes, L.L., Otto is a pervert. I'm glad you are amused by that fact. So... to the chip chip mobile!

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"I never had much growing up. My father was a great escape artist who managed to make a little money performing in streets and bars, but for the most part he was forced to steal. He was known anonymously throughout Europe for his daring break ins and almost supernatural escapes. He taught me just about everything I know today. During World War Two, three men came to our house. They told us they were with the American army and they needed someone to sneak into a top secret Nazi base, where they were working on a top secret weapon. The secret weapon was rumored to be a serum that could transform anyone who took it into a super soldier. The men needed someone small to break in, and I leaped at the chance. My father had his reservations, but I insisted. I wanted to make him proud, I guess. Besides, I had one thing my father didn't: a photographic memory.

I got to the building, climbed a tree to hop the fence, and entered through an air vent. They had shown me a map of the air vents before hand so I reached my destination relatively quickly. I found myself looking down at a lab where some scientists were preparing to immerse a young man in a vat of green liquid. When none of them were looking, I jumped down and found the black board with the formula written on it. With my mission completed, I was ready to hightail it out of there. I had just pulled the grate back into place when I heard something that froze me in my tracks. They were talking about defeating the axis powers. I had to turn and watch. What I witnessed was actually the creation of Captain America."

"Captain America?" Felicia gasped.

John nodded. "I went ahead and met the three men at the planned rendevous point. I'm not sure why I didn't just run home right then. I guess I still thought that it might just be a Nazi trick, naming their super soldier Captain America. When I asked the men why the axis powers would use that name, something about the looks on their faces tipped me off. I ran out of there and hid in a storm drain until the coast was clear. It was then that I vowed never to tell anyone about the serum."

"Couldn't they have just sent someone else in to steal it?"

"There was a German spy in the lab. I don't know if he was hired by the same men or if he acted of his own accord, but he smashed some computer banks in order to destroy the whole project. The lab exploded and the building burned to the ground that very night. I am the only living person who knows the secret, at least until Fisk forced it out of me."

There was silence while Felicia digested this. _Maybe he was involved in the theft of the Ausbach fortune. _She looked at him. Her reaction towards Jason when she had discovered he was actually the Hobgoblin came to mind. In fact, as she sat and stared at her father, it was almost as though she was waiting to feel the hate or the disgust. They never came. It was valiant of him to keep the secret so well for so many years. She hugged his arm and put her head on his shoulder. "You know there's nothing you could say that would make me stop loving you."

John studied his daughter warily, wondering what she was about to ask. He had tried to go straight, he really had, and he was ashamed of not being able to. "Of course."

"Before I was taken here, Dr. Octopus was blackmailing mother, over something called the Ausbach fortune."

John winced but nodded at his daughter to continue.

"He was threatening to expose some kind of connection she had to it."

John sighed. "Shortly after I escaped from the Nazis, they showed up at my house again, looking for me."_ I can remember it like it was yesterday, curse my photographic memory._ He had seen them coming, a black car materializing out of the night, through his bedroom window. He had watched them get out and come up to the door, armed with guns. They had knocked oh so politely, but when his mother peeked out to see who it was they had not hesitated to kick in the door. There had been screaming, the men demanding to know where he was, and his parents insisting that he wasn't home. He had merely hid under his bed and listened to the horrible sounds below. The time passed unnaturally slowly as his heart pounded harder and harder. It was the gun shots that had sent him into flight. Being the trained acrobat he was, he had slipped out of his window and onto the roof. The Nazis rampaged through the house trying to find him. All John could do was flatten himself against the roof and pray that they wouldn't come out and look up. Then they had come out. He couldn't hear all of what was said but he had heard 'burn it down... can't have it, no one can.' One of them had lit a match. To this day he wasn't sure if his parents had been shot to death or burned to death, but it had been too dangerous for him to stay. So many things he remembered so well, yet all he said was, "If they couldn't have it, they weren't going to let anyone have it. I knew it wasn't safe for me to stay in Germany anymore. I ran away and continued to live in Europe for a few more years, under the name Hardy. I followed in my father's footsteps occupation-wise. When I was eighteen I met your mother, my sweet Anastasia, but that is a story for a different night.

We were not always rich. In fact, our first few years as newlyweds were some of the roughest years of my life. There was one pivotal moment in our lives that changed everything. I found out Anastasia was pregnant, with you, kitten. I didn't want your life to be as difficult as mine was growing up, so I planned one last robbery. The mother of all robberies, bigger than anything I had previously attempted. I was going to break into the most heavily guarded vault in my city. I was going to steal the Ausbach fortune. It went off smoothly, but I knew it was only a matter of time before I was caught. Your mother and I fled to America, where we started a new life as the wealthy Hardy family and established the Hardy Foundation. For years after that I kept a low profile, swearing to myself that I would go straight, for your sake as well as your mother's. The night wouldn't stop calling me, no matter how hard I tried to ignore it." He covered his face. "I'm so ashamed. I wanted to be a better role model than my father, but I just couldn't..."

_So my family's wealth, the wealth Jason was after, was also ill-gotten. Perhaps Jason and I could have been perfect for each other. Both of us have social statuses built on thievery and trickery. _At that moment, however, she felt that reassuring her father of her unconditional love was more important than her own issues. Perhaps she would discuss them later. "But you are a good role model, daddy. You kept the formula secret for so long, and you were ready to face anything to do it."

"I ultimately failed to keep that vow, too," John sighed.

There was silence. Then, "Daddy? Where have you been the past fifteen years?"

He wanted to tell her everything, about how the top secret government organization S.H.I.E.L.D. had taken him into custody to protect the secret stored in his head, but he couldn't. "I... That is a... a matter of national security. I cannot go into detail. It hurt me more than anything to have to leave my family, but I had no choice."

Felicia bit her lip and contemplated this. "I... I understand, but-"

The door swished open, interrupting her. Three armed guards stood in the door way in a triangular formation. The one in the front spoke. "The girl is coming with us."

Felicia had never felt so ordered around in her life. Tonight was shaping up to be an odd one, and she had a feeling this was only the beginning. She wanted to snap at them, resist them, but they had guns. She didn't even know if they really needed her alive or not. Felicia rose to her feet slowly but John grabbed her arm.

"No. I won't let you take her."

The two men in the back cocked their weapons for trouble. The one in front continued with his role of speaker. "We have our orders."

John stood up to protest again but Felicia cut him off. "It's okay. I'll be fine." She smiled reassuringly over her shoulder. _I only wish I felt as confident as I'm trying to look._ Her father didn't answer out loud but he nodded and backed down. Felicia squared her shoulders, held her chin high, and walked out.

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FATR: LadyKayoss has reviewed since I typed the beginning, so I will add a little message here for her. I know, Otto was only in the end of "The Black Cat" for, like, a minute. I mean, what the heck was that about? I'm not quite sure how I'm going to treat that yet, but I'm working on it. And yes, I think it would be great to see, too. Perhaps if we track down and petition the creators? See you all next time.


	4. Transformation

FATR: This Halloween I had express passes to Halloween Horror Nights in Universal Orlando. Oh, gods, I was in horror movie fanatic heaven! I got to do every single haunted maze, and I road the spider-man ride twice! I also noticed that Electro has his own fruit stand in Marvel land. Doc Ock has an atm machine. I would prefer the fruit stand. Which do you think is better? That's in the Islands of Adventure part, btw. ANY-hoo, my favorite maze was Hellgate Prison. There was this really hot guy in there, all punk-ified, singing"Let me join your train of sex." He saw me smiling at him and wiggled his tongue at me obscenely. There was also this guy sitting on the floor spraying pressurized air at passers-by. My friend and I got stopped next to him and he blew air up her shirt. She told him it was inappropriate and he stared spraying her over and over again saying, "Is this inappropriate? How about this?" I was cracking up. Um... Yeah... Boy, this is a long one. I just could not get it to come to a natural stopping point. I hope the one I picked isn't too forced. It begins with an interesting idea that was born out of my late night musings. I hope you like it. This is it! The big experimentation chapter! Three cheers for human experimentation! /cheer, cheer, cheer/ I tried to make it all detailed and elaborate because it is so important. I only hope I did it justice. I also tried to capture good ol' Ocky's use of elevated language but it is not easy. Feel the rhythm, feel the rhyme, come on, kiddies, its chip chip time!

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Felicia walked like a queen despite the gun in her lower back. She was really ticked off that the guy behind her was doing that. With him behind her and the other two flanking her, there was no way she was going to make a run for it. She was brave, but not stupid. Fisk's base of operations was hardly cozy. She had seen his home before. It had been so warm and vibrant. This place was ice cold. It made her see him as the double faced creep he really was on the inside. On one hand he was Wilson Fisk, rich philanthropist. Wilson Fisk had been on the Oscorp board of directors with her mother since she had been a small child. This man, the Kingpin, was a heartless crime lord, infamous throughout the city. She had heard of the Kingpin, but she had never put Fisk's face with that alias. Now she knew. She knew, but she had a feeling that she would never be able to tell anyone about what happened here. Hell, she wasn't even sure if she would ever see the outside world again. Her and her 'escorts' stopped outside a door and it slid open. Felicia blinked once to make sure her eyes weren't playing games with her.

"Go on." The guy behind her poked her with the muzzle of his gun again.

_I hate that guy!_ Her blue eyes flashed steely gray but she held her tongue and forced herself to study the room she had just entered instead. To sum it up in one word it was... comfortable. The walls weren't the glaring white of the hallway, but a more eye appeasing mint. The floor was charcoal gray carpet with mint flecks. On one wall was a folding screen, on the wall opposite her was a three way mirror with a little platform in the middle, the likes of which are found in department store dressing rooms. To her right was a sowing machine and a dressmaker's dummy. There were two women in the room. The first had a measuring tape draped across her shoulders and the other had a clipboard. They were bent over a table with black and white fabric draped across it debating a picture that she couldn't see clearly. The men who had guided Felicia down the hall stepped back and the door whished shut. Now it was just the three ladies in the room. Felicia cleared her throat and the two women looked up.

The first woman beamed kindly. "Oh, good, you're here. Shall we get started then?"

_At least they were expecting me._ "Er... who are you?"

"I'm Abigail." The first woman shook Felicia's hand. "My assistant is Rachel." The second woman looked up and gave Felicia a pale smile.

"Nice to meet you, I guess..."

"Pardon our manners. We aren't used to dealing with people like you. Most of our clients don't even ask for our names, and we don't volunteer them." Abigail pulled a stool up next to the platform and sat down. "Give your outer garments to Rachel."

They were both women, but Felicia was still hesitant. "Your clients?"

Abigail was puzzled. "We make costumes, of course, for supervillains. Well, those that lack the resources, skill, know-how, or all of the above to make their own. Sometimes they come to us with designs in mind, sometimes we design the costumes ourselves. My male assistant isn't here because, well, you know why. Would you like to see the design? It's simple, but simple is generally the key. Simple is easier to fight in, at any rate. One has to be able to fight now-a-days, not just your average guards, but-"

But Felicia was still back on the whole supervillian thing. "Hold on a second. You make costumes for supervillains? As in super-powered maniacs that run around stealing things, dreaming up schemes for world domination, and that kind of thing?"

"... That is why you're here, isn't it?"

Felicia shook her head. "I think you have me confused with someone else."

Rachel finally spoke. "Well, someone in here is certainly confused."

"You _are_ Felicia Hardy, right? Daughter of John Hardesky?" Abigail asked.

"Yes..."

Rachel studied the clipboard. "We have here that Mr. Hardesky was the Cat and you wish to follow in his footsteps as the Black Cat."

"Who told you that?"

Abigail was getting impatient. "We never ask questions in our line of work. Now if you would _please_ hand your outer garments to Rachel so we can take your numbers, we are paid only upon completion."

Felicia sighed and did as she was told. As she disrobed a strange thought crossed her mind. "Have you ever seen any famous supervillains in their underwear? Or does the guy take care of that?"

"Well..." Abigail thought. "None really worth noting. Both of the goblins hired us."

Neither of them noticed Felicia wince when the goblins were mentioned. Though, if she had been on Abigail's end of the conversation, she wouldn't have called Jason not worth noting. Besides being a lying, shallow creep, he had been handsome and well mannered. Well mannered up until the point when she had discovered he was the Hobgoblin.

"I don't know, Mysterio had a pretty tight ass," Rachel grinned as she took Felicia's skirt, blouse, and vest and hung them up. "Like two muffins you want to squeeze to see how fresh they are."

_Oh, God, that was far too much information_. Felicia shuddered inwardly.

"So much for professionalism," Abigail laughed then gestured to Felicia. "Step onto the platform."

Felicia kept talking, but only to mask how nervous the information she had recently received had made her. Desperate for any topic, she grabbed the only one that was on her mind at the time: dating supervillains. "Have you ever dated any? Or are they only into other... er... super-people?"

"I'm sure some of them are, but there aren't nearly as many female supervillains as there are male. I don't know. Perhaps women tend to be better adjusted? Anyway, I've never dated one, but I heard it through the grapevine that Scorpion hooked up with a civilian–that's what we call people without powers–named Sarah. I don't know if they're still together or not. Why do you ask? You looking for a little romance in your career as well?"

The thought just about appalled Felicia. "Me? No! No, no, no... just making conversation. Besides, I hardly plan to make it a career..."

Abigail gave her client a curious upward glance. "A self-hating supervillain, huh? I've only met one of those before..."

Felicia finally snapped. "I'm not a supervillain! I'm just a girl! I'm just..."

"Alright, alright, calm down," Abigail soothed. "I didn't mean anything by it."

From then on there was silence except for Abigail occasionally calling out numbers to Rachel. The oddest part, for Felicia anyway, was when she measured for her mask. When they were done Felicia excepted the warm cotton robe they offered her.

"Are you sure you don't want a final word on the costume? It is yours, after all."

"Well..." _I guess I should make the best of it. _"Yeah. I think I will." Felicia joined Rachel at the table and looked over the picture spread out there. Rachel was in the middle of diagraming in the numbers. _It is kind of cool, but..._ "I think it could do without the ears and tail."

"See?" Rachel crowed. "I knew it!"

Abigail chuckled. "The girl does have taste. Not like Mysterio."

Rachel shook her head. "I tried to talk him out of the outrageous color scheme but he just wouldn't listen."

Felicia felt a real smile slide across her lips. Rachel and Abigail had an odd job, but they were surprisingly nice. It was almost like discussing boys and clothes with her friends. Almost like it, but not quite. Just then the door slid open again and the men with the guns were back.

"Are you finished yet?" The one Felicia wanted to beat up oh-so-badly asked.

Rachel went over the note pad and nodded.

"Good. Time for step two."

Felicia bit her lip and they left the room in the same formation they had come in before. Though she tried to rise above it and make her face stone, her stomach was churning. _What are they going to do? Will it hurt? Please, God, don't let it hurt..._ They stepped into the elevator she had been in three times now that night. Or was it still night? She had no idea anymore. She was too pumped full of adrenaline to be tired, so it didn't really matter. What mattered was what was about to transpire. The elevator jerked to a stop and the doors slid open. They approached the lab door. Her heart pounded harder and harder with each step and she pulled the robe tighter around her. The floor was like ice on her bare feet. She swallowed the lump in her throat. She took a few deep breaths, trying to still her now shaking limbs. Felicia wasn't really afraid of dying. It was the prospect of pain that really frightened her. _It's okay. You can do this. You... _The door opened and she got a look at the large metal vat of green liquid. _... can't do this. _She glared at Kingpin. _You can't do this to me! _When she stopped walking the man behind her nudged her to keep moving. "Stop doing that!" She suddenly snarled whipping around. There was silence and she felt eyes on her. She glanced to the side and saw Dr. Octopus giving her a crooked smile. Before the silence became awkward, it was broken by Fisk.

"You may leave use now," he told his men. When they had gone he turned to the young Hardy. "You do not need to be frightened, my dear. You are in the hands of two of the best scientific minds in the city."

"Never mind that both of them are out of their minds," she mumbled.

"Pardon?" Fisk asked.

Felicia shook her head and whispered, "Nothing."

Fisk raised an eyebrow. "Indeed." He would have liked to witness the transformation, but to avoid any awkwardness he had decided to let Octavius and Landon oversee the entire operation. "I have a meeting to attend. I will check in with you later." He exited, leaving them all wondering just who he had addressed that last statement to.

"Okay." Landon took her arm and escorted her to a machine that looked like single person transporter from Star Trek. "Enter, please." When she hesitated he added, "It's only for preliminary measurements."

Felicia entered cautiously and stood there, eyes darting around. A digital voice chirped, "Subject is a white female. Height is five feet, six inches. Weight is 125 pounds..."

It rattled off a few more numbers but she was too nervous to pay attention. Both Ock and Landon were watching her now. _So this is what a lab rat feels like._

The computer finished and Landon gesture her out of the machine. He didn't want to say what had to be said next. Instead he moved to the control panel of the super soldier machine and made himself look busy. Maybe Octavius would deal with it. The octopus, however, also seemed preoccupied with something else.

Neither Doc Ock nor Landon had moved yet. The seconds ticked by, each one seeming to stretch into hours, days and years. Felicia hugged herself and looked around, wondering what she was supposed to do now. Just as she was wondering this, two tentacles hooked around her waist and pushed her towards their creator. Octavius turned to her as the tentacles returned to their place behind his back.

He didn't even hesitate before he spoke. "You may leave the robe on that chair."

Octavius' voice was very businesslike. Landon couldn't help peeking over his shoulder to watch Felicia's reaction. She was so bold, so fiery, it had to be more than just a little entertaining. It was also the reason he had not wanted to ask her himself. She only glared and pulled the robe tighter around her.

Felicia didn't want to take her clothes off in front of these creeps! They wanted to abduct her? Not great, but okay. They wanted to do experiments on her? She believed she could learn to deal with that. They wanted her to take off her clothes? No. No way. No way in _hell_.

"Do you require assistance, Ms. Hardy?" Octavius smirked and reached towards her.

"Do _not_ touch me," Felicia hissed, stepping back. _It's just part of the procedure. Don't let this freak make you so uncomfortable._ When she spoke again her voice was softer and not quite so laced with malice. "I can... do it myself..." She turned her back to him and slowly unknotted the robe. As she started to slide it off her shoulders she felt eyes on her back. "Do you mind?" She snapped at the octopus.

Octavius shrugged and turned away. He waited a second and then, keeping his head down and his hands busy, stared at her with his eyes. He remembered the first time he had abducted her. He had kept her at an abandoned rocket assembly plant. It had been Anastasia's fault that he had been in that disfiguring explosion. If she hadn't cut off his funding... she owed him that money. It was his by right. He had kidnaped her daughter to get it, and an inane arachnid humanoid–who shall remain nameless–had taken it away from him. She turned to put the robe over the chair and he eyed her profile. Apparently she was cold. His eyes returned to his task though his mind was somewhere else. He was remembering a time, while young Ms. Hardy had been tied to the engine testing launch tower, when he had looked up to speak to her and had seen up her skirt. A brief moment, a moment paled by what he had just witnessed.

"Dr. Octavius and I are going to attach these sensors to you so we can monitor your body as you change," Landon explained.

"Change?" Felicia tried to keep her voice level and curious but it still cracked a bit towards the end. Landon was right behind her and Octavius was right in front of her. She felt so naked and vulnerable, and small.

Landon brushed her hair aside and took note of the dark bruises between her shoulder blades. He looked to Octavius but he wasn't looking back. Landon ran his tongue along the back of his teeth and pressed the sensor gently into place. She still flinched. "Sorry." He may not have be the most moral person in the world but he wasn't a sadist.

_Last one._ Doc Ock looked into her ice blue eyes but they were on his hand.

Time seemed to move in slow motion as his hand pressed the sensor over her heart. The touch of his hand made her feel sick. Suddenly all she wanted to do was wake up. Yes, that was it, this was just a nightmare, and any moment now she would wake up in her own bed. Her warm, snug–but most of all safe–bed... "Now what?"

Landon nodded towards a flight of stairs against on side of the vat. "Watch your step."

"In there? But..." Felicia looked helplessly from one villain to the other. A monitor beeped as her heart rate increased. "Do I have to?"

Doc Ock put his human hand on her back and began pushing her towards the stairs. "Are the sensors functioning properly?"

Landon's hands flew over the computer keys. He was almost used to working with his one three clawed hand."All of them are active and transmitting. Subject's heart rate is a little elevated but all other vital signs are normal."

Ock stopped pushing her when she got to the bottom of the stairs. Felicia turned to him, one last plan forming in her brain. "Please don't do this." Doc Ock took an insidious step towards her and she took a shaky step back, now on the first step. "Look. If you could have had a say in what happened to you, would you have really chosen to be... would you have changed it?"

Landon glared at her, his one orange eye glowing. "We _didn't_ have a choice. What makes you think _you_ get one?"

_Okay... _Felicia stepped back as Octavius raised his tentacles from their relaxed positions. _That couldn't have gone over much worse. _She looked over her shoulder. _And I'm just about out of steps._

"Besides," Ock added as he ascended the steps after her, forcing her to the top step. "I wouldn't trade my knew appendages for the world." One of them snapped for her face and she jumped back, tripping and falling into the clear green liquid. He grinned triumphantly at her as she resurfaced, crossing her arms over her now see-through white bra. "It is futile to resist the power of Dr. Octopus, my pretty. You should know that by now."

Landon rolled his eyes._ His ego is bigger than Central Park._ "I am engaging the gamma cross rays. I suggest you stand clear."

As Doc Ock turned and made his way down the stairs, Felicia dove for the side of the vat. Before she could reach it, however, an invisible force stopped her in her tracks. She struggled against it but to no avail. A green light rose out of the serum and engulfed her. The harder she tried to move, to get out of there, the more it hurt. It was as though her muscles were iron and the light was a magnet trying to pull them out.

"Blood pressure is rising," Landon observed. He noticed she was starting to shiver from the strain of fighting to get out. Then she just let her arms drop to her sides and tilted her head back in a silent scream. He couldn't tell what she was trying to say.

_Let me out! I don't want this! _Her vocal chords were locked up. At that point she had just about given up trying to escape. The damage was more than likely done, and, on the bright side, perhaps once she was changed she could kick some cuttlefish ass. She really didn't have a whole lot against the mutant lizard guy... _Landon was it?_... but Ock had pissed her off time and time again that night. There was not much she could do about it before but now... The humming of the machine ceased and she was suddenly no longer held up by the green light. Before she could recover full mental control of her muscles, she lost her balance. A tentacle plucked her out before her head went under and brought her shaking, dripping form over to the chair where she had left the robe. As Landon placed it about her shoulders she took in her surroundings. The first thing she noticed was that everything seemed sharper, clearer, brighter. It made her head hurt so she closed her eyes, collapsing into the chair.

"Has anything changed?" Landon asked.

Felicia opened one eye and focused on his face, wincing inwardly at the texture of his reptilian skin. "I don't know. Has it?"

"He is referring to your auditory, optical, and/or olfactory senses."

Felicia stared at the octopus for a moment. The crack in his lenses was glaringly obvious to her now. She re-closed her one open eye and lowered her head. "Can't we save the vocabulary lesson for a time when I _don't_ feel like my eyes are going to spontaneously combust?"

Landon and Ock looked at each other and Landon nodded. "Alright. We'll let you rest before we move on to phase two."

Her eyes flew open and her head snapped up. "If you think you are putting me through that again, you had better have another think coming."

"You are in no position to make threats," Doc Ock responded.

Felicia clenched her teeth, and glared at the floor out of the corner of her eye. Even the floor was alive with mind boggling shapes and textures. There was no peace anywhere. _I'll just have to get used to it._ "Can I go sleep now?"

"You must answer some questions first."

Felicia sighed and hugged her knees to her chest. Would this ever end? She let Landon grab her arm and move her to an examination table, where she was once more forced to surrender the robe. It didn't matter though. Now that the worst had come and gone, and the adrenaline was abating, she didn't have the energy to fight. "Why don't I look any different?"

"Your appearance will not change until phase two," Landon explained distractedly, his lack of care very apparent. "Have you experienced any internal changes?"

"I can see better."

"Mhm..." Landon pulled out a pen light. "Look at the wall behind me." He examined each eye in turn. The light reflected back as a greenish color. "What exactly do you mean by seeing better?"

"Edges are sharper. Things look... brighter. It kind of makes my head hurt."

"Anything else?" He moved around to check her ears.

"No. Not that I've noticed." The lizard man and the octopus conferred with each other in hushed tones. _What are they whispering about?_ Felicia endured more poking, prodding, and interrogating, about an hour's worth. Finally she was free to go to bed. She had really hoped she would get to tell her dad all about it, but no. She was shown to a holding cell at the back of the lab and left there. Felicia curled up in a corner and surrendered consciousness to sleep.

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FATR: Please answer the fruit bar/atm question. If it has any bearing on anyone's answer, the fruit bar had alcoholic beverages.


	5. Octopus

FATR: Subsequent chapters will not be quite so emphatic when it comes to the whole "Ock's a pervert" theme. This is a continuation of the ideas set forth in the last chapter because it was so lengthy I had to force it to end. Now, of course, if it is the reader's wish for me to go on with the dirty looks at the thoughts in Ock's brain, I will continue. I am merely trying to avoid twisting the cartoon storyline too much. There were a few... questionable actions or words I noted in the cartoon which support my idea, but it seems to me–and it will never come to this so worry not– that even if Ock is a closet pervert, he certainly does not seem to be the type of guy who would, say, rape somebody. Now, again, I have no intention of taking this story that direction, so you can put down the flaming torches. I am merely making a point, though I've rather lost sight of the point I was trying to make. Hm... There will be no rape, I repeat, no rape. I'm not that sick. Okay, I am that sick, but if there was going to be a rape scene it would not be posted in a PG-13 story. In fact, it probably wouldn't be on this site at all because its hard for me to write things like that and keep them below NC-17 rating. Um... yeah... All well, on with the chip chip!

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Felicia woke up and felt a hard cold floor under her cheek. Her eyes fluttered open and she tried to get her bearings. _What happened? Where am I?_ When she sat up her back screamed and popped. Her eyes scanned the lab outside the holding cell as the fog of sleep lifted from her brain. Now she remembered, everything. Her vision seemed to have returned to a state of normalcy, which was a relief. She wasn't sure if she could stand a headache on top of the muscle cramps. Something struck her as odd, though. There didn't appear to be any bars on the cell. She rose slowly to her feet, head tilted, ears scanning for any sound. It seemed as though she was all alone. She took a few cautious steps forward then stopped, sniffing the air. It smelled like the atmosphere just before a lightening storm. She wasn't sure how but she could smell electricity in the air. _Of all the senses that could have been enhanced, it had to be smell. Ugh. I don't think I can imagine a sense worse than that to magnify. The eye thing is gone, maybe this smell thing will pass too. But what was it lizard man said about phase 2?_ Her stomach rumbled, interrupting this unpleasant train of thought. She didn't know what time it was, or what time, if ever, anyone would come back to check on her. Felicia began pacing back and forth, as close as she dared to get to the invisible barrier. She didn't know if she wanted to call for anyone or not. There was definitely no need to hurry into 'phase 2.' In that respect she was glad they seemed to have forgotten about her. However, she knew she would have to eat eventually. Staying alive and being turned into some kind of cat creature was better than dying as a human... right? Though from the design of the suit it didn't seem that the change would really be that drastic. Finally she ceased her prowling and yelled, "Hey!" The lab echoed her words back to her. "Hey, can anyone hear me?" No answer. She sighed and turned her back to the room, crossing her arms.

"Ah, so you're awake."

Felicia jumped at the all too familiar voice and whipped around. "Are all octopi that sneaky?"

Octavius smiled slyly. "They are the aquatic masters of camouflage."

Felicia snorted. "How ironic that you chose such a gaudy colored costume."

"The lady _is_ the tiger." One of Ock's tentacles punched out a combination on a key pad situated next to the cell. There was a brief flash in the air between them as the force field deactivated. "Follow me."

As she neared the scientist, she noticed an odd scent coming off of him. She couldn't name it but it made her skin crawl. "I'm hungry," Felicia whispered as she fell into step just behind him and slightly to his right He didn't respond. Had he heard her? Perhaps he was ignoring her on purpose. Back to the examination table, huh? _Great, just what I need. More poking and questioning._ As she passed him he grabbed the shoulders of the robe and pulled it off of her. She hopped up on the table, entirely used to that now, and crossed her ankles, resting her hands in her lap and slouching forward. He didn't ask her any questions right away. He got out the little light and leaned his right hand on the table. Her eyes shifted down to his hand. He wasn't touching her but if either of them moved more than an inch...

"Eyes on the wall," he commanded and watched her eyes slide uneasily across his face then settle onto the wall behind him.

He checked her eyes the same way Landon had last night, but that scent had intensified at this close range. Try as she might, though, she could not place it, nor figure out why it made her so jittery.

"Your vision has returned to normal, yes?"

But Felicia could tell it wasn't really meant to be a question. "Yes." He nodded thoughtfully. "Is that a... good... thing?" She continued. Why did he have to stand so close? He had fixed that crack in his glasses, either that or he had gotten new ones. It didn't really matter.

He cocked his head at her. "Do you desire it back?"

"Well, no. I was just wondering what exactly you are trying to do."

"Phase one has been quite successful thus far," he answered. Then added, "You know, my pretty, you should learn to embrace those characteristics which place you in a superior position. If you put aside your preconceived prejudices for a moment, you may find that you enjoy what we are doing for you. Or is that what you are afraid of?"

"There is a fine line between doing something 'for' me and doing something 'to' me."

Ock only smiled. "You will change your mind. I did. Now, I believe you mentioned being hungry earlier." In response to her badly hidden hope he raised his right hand in a silencing gesture. "Kingpin has arranged for you and your father to dine with him. Your clothes will be delivered shortly, in edition to your costume. We will conclude our business here, you will dress, and after breakfast you will come back here."

_He's just telling me this to keep me cooperative, isn't he? Control freak..._ "My sense of smell was, is, better this morning." He nodded and turned his back to her, though she couldn't see what he was doing.

"Lie down."

Felicia swung her feet up on the table slowly, cocking her head at the octopus' back. _Lizard guy never asked... All well, the sooner I get through with this, the sooner I get to eat. _When he turned around he was wearing a stethoscope which he placed just below her ribs.

Okay, so he didn't exactly have to do it this way, but Landon wasn't there and Felicia was so unaware, preoccupied with the desire to feed. His eyes scanned her, especially her soft, flat stomach. Then he flicked a switch in his head and was all business again. "Inhale... Exhale..."

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FATR: You know, if I was going to peg any supervillain as a rapist it would either be Tombstone, Scorpion, or Mysterio. What do you all think? Oh, and the fruit bar/atm question still stands if you haven't answered it yet. PENGUIN PEACE!


	6. Breakfast

FATR: Thank you for the review, LadyKayoss! Your faithfulness uplifts me! CATgrl: That episode came on Jetix recently, actually. I have seen it before, I recognized it when I saw it, but I had originally seen it when we were living in Holland like, five years ago. My brain blocked out a lot of that period of time. The reason why is a long, depressing story. Though I don't completely understand why all those Spider-Man episodes were blocked out. The human brain is just weird like that. Hm... Yes, now hazelstarr: I don't think I would put that kind of thing below Ultimate Ock, either. In fact, I have a mental story involving the Ultimate graphic novel universe that deals in that kind of thing but the chances are slim I will ever develop it enough to get it on this site. I just have too many story ideas and not enough hours in the day to write them all. As it is I only actually finish about two percent of the stories I start. Maybe someday, in the future. This story is really popular (in relation to my other stories). Gee wiz! Well, I guess I'd better update it then. If I take days in between updates, it is only because I want to make sure that when I do update, it is a chapter worth your while. I don't own shit. I figured that it was a given, this being a fanfiction site and all. Spider-Man, if he appears at all, will only appear very briefly and much later. I'm sorry. But, hey, this is really supposed to be a Felicia-centered fic, so what can I do... anyway, on with the chip chip!

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Things were uncomfortably silent around the table. Felicia wished someone would say something, because if she allowed herself to think all of her thoughts drifted towards Michael, or Jason. Her two very recent and very unfortunate love affairs. The former had been in a horrible neogenics accident and had been mutated into a vampire. The latter, and most devastating because she had been so close to marrying the jerk, had turned out to be none other than the Hobgoblin. He had only loved her for her looks and her social status, but that was trivial compared to the ultimatum he had given her when she discovered his secret. 'You know too much, marry me or die.' That had been the basic gist of it.

"Miss Hardy," Fisk broke the silence. "Perhaps you would like to regale us with an account of the past twelve or so hours?"

"Well..." Felicia glanced from Fisk to her Father and back again. "Is there anything specific you want to know? Otherwise there's not really much to say. I mean, the costume fitting was interesting. Abigail and Rachel were nice enough. That guy with the gun, the one you saw me snap at, kind of ticked me off. Kept poking me and stuff."

"What about Octavius and Landon?" Fisk asked.

Felicia shrugged. "I don't know. What about them?"

"You were telling us about the people you have interacted with so far during this process."

Felicia thought about Ock's questionable behavior just long enough to decide she didn't want to think about it. "Octavius really ticked me off, too, actually, but I guess that's hardly unexpected. It isn't the first time he's abducted me, so..."

Fisk nodded. "I realize. That's partly why I sent him to get you."

"Partly?" Felicia asked with a glance at her father. She wondered why he was being so quiet. Felicia herself would rather wait until they were alone again to talk, at least about the more personal family business, but still...

"I had to use him for something. He was interfering with my plans to spring your father from prison, and I had to make sure I could trust him as an ally."

"Villains enter into trust based deals with each other?" Felicia didn't try to disguise her incredulity.

Fisk put down his silverware, leaned back in his chair, and elegantly wiped his mouth on his napkin. He did this leisurely and with an air of pompousness. "That is a rather harsh choice of words, Miss Hardy. Do you really hate me all that much?"

Felicia took a bite of her eggs and didn't answer.

"I understand completely. I imagine I would feel the same way if I were in your position. Speaking of which, Landon informed me this morning that they are proceeding with phase two after breakfast."

"Yes, Doc Ock told me." Felicia sent her father an uneasy look.

"Are you afraid? As I understand it, phase two is not nearly as intense as phase one."

"Good," Felicia muttered and kept eating.

"Was phase one painful?" Fisk asked.

Felicia snorted. "Why? Do you care?"

Fisk chuckled. "At the risk of sounding completely insensitive, no, I don't care. You see, my dear, you are our test subject. We need to know everything about your experience with the process so that if something does go wrong, we will know what to look out for and adjust next time."

Felicia suddenly felt even more frightened than she had before. She had just assumed that they had known what they were doing. She began to imagine all things that might go wrong. There was the possibility that she would die some horrible, torturous death like... _Okay, so maybe I shouldn't be thinking about this now._ "Yes, it actually did," she finally answered.

Fisk nodded slowly. "I see." The heavy wooden door opened and one of his men leaned into the room.

"Pardon me, sir, but you have a..." the man shot a glance at Felicia and her father. "You have a client is on line two and it seems... I really think you should take it."

Fisk stood up. "Do excuse me. Business calls."

As soon as they were alone and the door was closed, John leaned forward and whispered, "I was worried sick when you didn't come back last night. Are you okay, kitten?" His daughter didn't answer. She stared into her plate and poked at the remains of her food with her fork. "Felicia..."

"No, I'm all right, fine. The y wanted to keep me in the lab last night, but I'm okay. Really..." Her voice cracked and a lump rose in her throat. No, she didn't want them to see her so distressed. Didn't want to give them the satisfaction. "Oh, God..." She threw down her fork with a loud clatter and buried her face in her hands. "My life is falling apart! My... my boyfriend turn into a vampire and... and..." She took a deep shuddery breath and raised her head to look at her father. The concern in his eyes made her want to break down again, have a pity party. When she spoke again, she was more composed, though her voice was barely above a whisper. "I've been having such horrible luck lately, like a black cat..."

John reached across the table to squeeze her hand. "As soon as this experimentation business is over we'll begin your training, and Kingpin made it clear that I'm going to be in charge of that. All you have to do is get through the first half of the day."

Alone in her father's presence, Felicia could finally let her shield down, show her weakness and fear. "I don't know if I can..."

"We're in this together, for better or worse. I can take care of you, I will take care of you. All you need to do is keep up your strength for a few more hours. I know you can do it. You have Hardesky blood in you."

Felicia sniffed and nodded. "Okay... Okay, I'll try..."

John patted her hand and leaned back in his chair. "If you can slap Doc Ock, you can do just about anything."

"You heard about that?" Felicia smiled. "He deserved it. I also hit him with a floor lamp."

John laughed. "Oh, I would have paid to see that." The door opened again to reveal Fisk and Octavius. "Speak of the devil..." John muttered and winked at his daughter.

"It is time, my dear," Fisk informed ominously.

Felicia stood slowly, dabbed her lips with her napkin, and left it next to her plate. She cast one last unsettled glance at her father. He gave her an encouraging nod and a thumbs up. Felicia stood tall, tossed her hair, and breezed past the two villains in the doorway. _I have Hardesky blood in me. I am strong. If my dad can sneak into a military base, out run and outsmart the Nazis twice, and keep a secret for so many years, I can do this. Whatever this is... God, what is that freak's problem?_ She sensed Ock behind her, close behind her, ready to grab her if she tried to run. Her sense of smell had returned to normal, apparently, but now her hearing was acting up. She could hear both of their foot steps too clearly and sharply. The clicking of her shoes drove into her head like an ice pick. She slowed her pace a little, trying to step lightly. There were voices in some of the rooms they were passing, but she could only snatch bits of what was being said.

"...new colors..."

"...it was all over the news, man..."

"...I gave her a fifty, so..."

"...I almost lost my lunch..."

"...It was the coolest thing..."

And under all of this there was a steady rhythmic sound, as regular as a heart beat. Felicia found her brain zoning in on that obnoxiously evenly measured sound. She tried to shake her concentration away from it but to know avail. It had minutely increased in speed, but it was still that insanely steady 1, 2, 1, 2, 1, 2.. beat. She had to fill the air with noise, noise that actually meant something. "Fisk has turned you into one of his lackeys, too? I thought you had more pride than that."

Otto was mentally transported back to yesterday. He remembered the feeling of gravity tugging on his back as the wind whistled past his ears. He could almost see Kingpin's face grinning down at him through the square opening in the belly of the jet. Ock remembered being angry that there was nothing he could do but hold on with his tentacles. Hold on for his life. Hold on and acquiesce to Kingpin's authority. 'Your choice Octavius. Either fall in line, or fall seventy stories.' He finally responded, "He presented me with an offer I could not refuse. Besides, I took it upon myself to be your escort."

Felicia stopped and faced him with her arms crossed. "What game are you playing, octopus?"

The octopus cocked his head. "Game, my pretty? I assure you, I am not playing any kind of game. I take my work quite seriously." He grabbed her arm with a tentacle and led her to the elevator door.

He pressed the button and Felicia heard the elevator whine into life somewhere below them. As it neared she could hear the car grating against the metal shaft. It made her grit her teeth. On top of that, the 1, 2, 1, 2 beat was making its way back into her head, only this time it was slightly faster than before. She set her jaw and resisted the urge to grab her head.

Ock looked down and sideways at the young woman. "What is it, now?"

Felicia didn't even glance at him. "My hearing."

"Perhaps we are rushing into phase two prematurely." The elevator dinged to a stop and the doors slid open. Ock let go of her arm and herded her inside. "I will have to discuss it with Landon."

"Discuss what?"

"Postponing phase two." He pressed the button for their floor, leaned on the bottom tentacles, and watched as the numbers began to go up.

He had spoken with a condescending 'duh' undertone in his voice. "What exactly are you expecting to happen?"

"Patience, my pretty. I doubt you would understand all of the technical inner workings, anyway."

"I am not your 'pretty,' and I think I have a right to know what _you _are doing to _my_ body." She winced inwardly as the obsidian lenses fell on her face again. Felicia could sense him making eye contact with her even though she couldn't see it. The friction of the elevator against the shaft was almost deafening to her in while inside.

"Your so-called 'rights' were forfeited upon your entrance of this building."

"I'm a human being."

Otto chuckled. "Ah, yes. The high and mighty Ms. Felicia Hardy: Young, single, a member of the elite class, heiress to the Hardy Foundation, et cetera. In here, you are a mere lab rat, and your 'rights' have been adjusted accordingly... my pretty."

"You're the one being high and mighty, you arrogant, son-of-a-" She was hushed by his hand over her mouth. He didn't say anything to her, and she couldn't read his expression. He just covered her mouth and gave her a look. It might have been a scowl. After a second or two his hand slowly left her mouth and dropped back to his side. He looked up at the numbers, remaining silent. The elevator jerked to a stop and the doors opened. He gestured her out first and followed her down the now all too familiar hall.

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FATR: Oh. My. God. I was writing the second sentence of the this chapter, and I just had a serious revelation. Felicia dated Michael and Jason. Michael and Jason! Okay, I feel like a geek for having my world shattered by a coincidental slasher movie reference in Spider-Man. /Gasp!/ Wait, no! Spider-Man mentioned Freddy Krueger in the first Kraven episode! OMG! I feel all floaty! SQUEAL! /closes eyes and breathes deeply/ Okay. Must type fic. Yes. Okay.


	7. Outfitting

FATR: I didn't realize responses to reader's reviews were so rare, Catgrl. Well, you and Moonjava may not see his butt get kicked in this chapter or the next one, but once Felicia begins to perfect her powers, he better watch his ass. Hazelstarr: I love long reviews. I tend to leave rather wordy reviews, myself. LadyKayoss, thank you for reviewing, and you too Aurora Firestorm. You all know this is purely fanfiction, I don't own anything, and I am not receiving any income off of this whatsoever. Now, on with chip chip 7!

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The doors slid open, causing a breath of chilly air to brush goose bumps across Felicia's arms. Landon was already there, standing near the examination table with his back to her. Octavius directed her to the transporter-like device and she stepped inside.

"Subject is a white female. Height five feet, six inches, weight, 128 pounds..." The computer chirped.

Doc Ock watched Felicia for a moment then turned to Landon. "How are we on time?"

"Kingpin wants us finished by this afternoon."

"Her hearing has recently improved, and I believe we should hold off until we are sure the cycle is complete."

_What cycle? _ Felicia wondered. However, she didn't bother to ask, because she doubted they would provide her with any answers.

"You know as well as I the extent of Fisk's patience. Besides, this is a trial run. If something goes wrong, we'll just have to be more careful next time."

The computer finished and Octavius returned to escort Felicia to the table. "Do I get any say in this at all?" She asked.

"Need I remind you of our conversation in the elevator?" Ock smiled dryly and she scowled back.

Landon glanced from one to the other, wondering what conversation they had in the elevator, but it didn't really matter. "If you would lay on the table, on your side, Ms. Hardy…"

Felicia crossed her arms and shook her head. "First tell me what you're going to do to me."

"It's just a shot," Landon assured.

"I mean, why do these powers keep coming and going? What is going to happen after you give me this 'shot' and why does Doc Ock think we should wait?" Landon and Octavius looked at each other, seemingly having some kind of silent conversation.

Landon didn't want to waste time explaining, but it was apparent the only way to get her to cooperate would be to answer her questions. Octavius could over power her and hold her down without breaking a sweat but neither of them wanted to damage her more than was necessary. She was their experiment, after all. "Your powers are coming and going because we haven't finished the experiment yet. The shot will make your powers more permanent, and later you may be able to turn them on and off essentially at will."

Felicia was still too suspicious to comply willingly. "I thought you knew what you were doing."

"We do," Doc Ock answered.

"Then why won't you answer my question about your being so hesitant to continue?"

"Every experiment has variables," Landon answered. "We can try to plan for most of them, but some can still jump out of nowhere."

When she didn't show any sign that she was going to comply willingly, Octavius warned, "Do not make me use force. We do not wish to damage you, but we will use force if we must." He saw uncertainty flash through her eyes but she was apparently more afraid of the experiment than she was of Ock's tentacles. Though the conflict of trying to decide which was worse was clearly evident as well. Doc Ock didn't wait for her to resolve this conflict. His metal claws clamped on her shoulders and lifted her onto the table. She tried to pry them off and struggled but he grabbed her wrists with his human hands and forced her onto her side. When she kicked at him, he secured her legs with his two free tentacles. "Really, my pretty," he whispered in her ear as she tried to escape, "you are making far too large a deal out of this."

Once he had her body secured, he brushed her hair off of her neck and held her head down. The metal table and tentacles sent chills tingling across her flesh everywhere they touched, even through her clothes. She could feel the warmth from his hand on the right side of her head and the hand that easily pinned both of her wrists to the tabletop. She heard Landon shuffling around behind her, her sensitive hearing picking up the minute clink of glass on metal. There was also a sound like someone flicking plastic, and then the rustling of clothing as he leaned over the table. Felicia realized she was shivering, but she couldn't tell if it was the cold or fear. Landon brushed aside the remaining strands of her hair and dabbed alcohol on the back of her neck. She was barely aware of this, however. Ock's grip on her wrists was beginning to tighten, and not painlessly either. She also heard his breathing increase minutely, and the 1,2,1,2 beat. That beat, it was Ock's heart. Why? Daring a glance at Ock's face, she found the two black holes were fixated on her face. Gazing into their depths she began to shiver more violently.

"I know it's cold in here, Ms. Hardy," Landon's voice cut through her thoughts, "but try to hold still."

Felicia's eyes shifted back to the tabletop and she made a conscious effort to calm down. There was a stinging sensation in the back of her neck as the needle pierced her flesh. She felt it slide deeper, deeper... Suddenly she felt really sick. Incredibly sick. She couldn't decide if it was some vibe she was picking up from Ock, or if it was the effect of whatever they were injecting her with, but she wanted to puke. It felt like ice water was coursing through her spine, and then the needle slid out. Ock's grip on her wrists relaxed and she heard his heart and his breath slow to a more normal pace once more. He released her and she sat up, rubbing the back of her neck.

"It wasn't so terrible, was it?" Landon asked.

Felicia gave Dr. Octopus a queer look and shrugged. "I guess not."

"What did we tell you? Now put your costume on and we will see if the fruits of our labors are worth reaping."

One of Ock's tentacles thrust her costume towards her and she took it, complying with Landon's orders. She glanced around the lab. They had seen her in her underwear before, but that didn't change the fact that she didn't want to change in front of them if she could have some privacy.

"I put up a curtain for you to change behind if you wish," Landon informed her.

Felicia slipped greatfully behind the curtain. It wasn't Landon that bothered her so much as Octavius. She had been receiving questionable vibes from him since the experiment had begun. She slid on the black body suit, discovering it to be a little looser than she had expected. The fur lined white gloves and boots were next. It wasn't exactly what she would have chosen but she didn't look as ridiculous as some supervillains—Dr. Octopus—she could name. In an odd way she felt rather sexy. Maybe she could finally catch Spider-Man's attention. The thought made her smile to herself. When she stepped back outside, Landon and Octavius were waiting. Landon handed her the black mask. She put it on without having to be told to do so. A tingling feeling spread across her face, over her scalp, and down her neck. She felt herself getting stronger, all of her super senses coming back and once. At first it was overwhelming, but then she realized she could focus her powers a little better now. She could tune out the hum of the computers and focus in on the sound of a fly buzzing around in some unknown corner. When she turned to look, she discovered she could tune out all of the other patterns and textures around her to focus on just that one fly. It was ten feet away but if she concentrated hard enough she could see its multifaceted eyes. Long white hair spilled down her back to her waist. She felt like she could do anything, yet besides the hair, she still didn't look that much different physically. Her muscles were a little more highlighted but other than that…

"The serum merely enhances your existing physical attributes," Ock explained. "You require further training to tap into your latent abilities."

Felicia found she didn't like the way 'physical attributes' sounded in his mouth. "So do I get to see my father now?"

"Not just yet." Dr. Octopus found himself possessed with a nearly aching longing to run his fingers through her long snowy hair. She was an experiment carried out flawlessly thus far, and he felt a great deal of pride over her. He ultimately suppressed these unprofessional feelings and urges to return to at a later, more appropriate, date. "We must take post experiment measurements."

Felicia groaned at stepped obediently into the machine. Soon, soon she would see her father. Soon she could escape from those two black holes that seemed to burn into her soul every time Ock looked at her, which was unnervingly frequently.


	8. Breaking

FATR: No reviews, huh? That's all right, Opening the Gate received more reviews than usual this time, and I am thankful for that. Boy, I haven't been on here since last year (haha, bad joke). This chip chip turned out a bit more angst abundant than I had originally planned. Man, I am really pushing this. This chapter could really make or break the number of readers. I don't own jack, I don't own diddly, and I don't own squat, so there.

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Felicia was left alone once again. It was night and the little cell was uncomfortably warm–even though she was still wearing the shorts and the tank top she had been training in–making sleep next to impossible. The fact that the bench she had to lay on had no linens of any kind didn't help much, either. She ran the last few events of the day through her head over and over again.

After the two supervillains had finished poking at her, taken her mask back, and she had changed back into her own clothes, Fisk called her and her father up for brunch. She hadn't eaten; she hadn't been hungry. She had, however, noted that Fisk must eat four or five times a day, which explained his size. The thought had made her snicker, and when she had told her dad later they had a good laugh over it. She had done some fight training, balancing exercises, weight training and what not. She hadn't really realized it before but she would have to be here for at least a week. The fact that putting on her mask automatically doubled her physical capabilities would cut down on training time a lot, but she couldn't get out of this place fast enough. After a late lunch he had taught her some basic lock picking techniques and after dinner they had been separated and stuck in different cells. She had no idea where her father was, and he didn't know where she was, or so she imagined. She guessed it was so they wouldn't try to escape, because they couldn't escape together, she wouldn't try to leave without her father, and vice versa.

Felicia rolled on her side and stared at the door. She so wanted to impress her father, and yet she felt weak and uncoordinated and generally… well… foolish. Perhaps she could practice tonight, if she could get out of the cell. She could practice now, then in the morning… Felicia got up and made her way to the door of the cell. She stood on tiptoe and peeked out into the hall but saw no one. The keypad was on the right side of the door. She thrust her arm through the bars and stretched for it but only succeeded in brushing the edge of it with her fingertips.

She groaned and slumped back down on the bench. It didn't matter if she could reach it or not, anyway, because she didn't know the combination. _What could the combination be? _She thought back to a couple hours ago, thought back to when Landon and some of Kingpin's thugs had returned her to her cell. Landon had punched in the password, she had watched him do it. _I wish I had dad's photographic memory._ She took the memory and focused on Landon's hand over the keypad. _What was it? What was… wait, no, I'm thinking about this all wrong. Okay, which hand did he use? If he used his clawed hand then…_ Felicia once more moved to the bars and stood on tiptoe, pressing her face to the bars. However, she couldn't see the keypad from the angle she was at. _Okay, no problem. I just need to see if I can find something loose and reflective._ She dropped to her knees and began rooting around in the corners and under the bench. There was nothing but dust bunnies under the bench. She sighed and flopped onto her back. _All well. I need to sleep anyway, no doubt I have a big day tomorrow. _Her eyes wandered across the underside of the bench as she thought. _I hope I've seen the last of the Lizard and the Octopus for a while. Hey, what's that?_ She pulled herself further back under the bench and propped herself up on her elbows to inspect one of the corner supports. One of the screws was loose. She turned it with her fingers and pulled it out. As she held it up to inspect it, a smile slid across her face. She lay back down and began prying at the other screw. An hour or so later, at about eleven thirty, the screw came loose. Felicia's fingers were raw but now that she had started she couldn't quit. She unscrewed and removed the triangular piece of metal. _Yes!_ She scrambled out from under the bench, made sure the hall was clear, and stuck her arm through the bars. Her eyes squinted at the metal in the low light as she tipped it up and down, trying to see. She took a deep breath and pressed harder against the bars, straining. _There, okay, 1… and… I think that's a scratch on the 4... _Felicia had to pull back inside to let out the breath she had been holding. Why was she going through all this trouble? Well, it gave her something to do other than think. She didn't want to think, not about her experience here, not about Spider-Man, not about any of her boyfriends, nor even her father. She didn't want to think, and she couldn't sleep. She thrust her arm through the bars again and held her breath. _Okay, 1, 4, um… uh… 6? 6, and… oh, come on, I know it's a four digit code. _

Felicia strained and stretched until her lungs started to burn again. Then she leaned her back against the door and slid to the ground. She threw the triangle of metal away and it clattered into a dark corner. _Great. I guess that's it, then._ Her eyes wandered around the cell for the umpteenth time. The complete lack of stimuli was beginning to get on her nerves. _A four-digit code… three numbers… maybe one is repeated, but which one? I guess I could try it systematically. There are only… what, four times four? _She hunted down the piece of metal and once more pressed up against the bars, using the corner support to extend her reach. _Okay… ow… one… one… uhg… f-four… and… ouch… six._

"Code invalid," a computer voice boomed throughout the hall.

Felicia gasped and jumped back. Her heart pounded and she listened carefully for sounds in the hall. A minute went by, two, three… nothing happened. Felicia's heart slowed to a normal pace and she stood there thinking. She thought hard for a long time. She couldn't just keep trying codes until she got it. Someone was bound to come along to see what was going on, and there were too many combinations. _There are… four times four is sixteen? Is that how that equation worked? Wait, 4, 4, 1, 6, it's worth a try. If it doesn't work, I'll give up. _She stood on tiptoe one more time and punched in the code. It took forever to line up with and press each key, but when she was done she heard a low hum and the door swung open, dragging her with it. She suppressed a squawk and pulled her arm back through the door. _I am such a klutz._

----

On the monitor, Felicia looked both ways and scampered down the hall. Octavius, sitting in his room with his laptop, had hacked into the security system and had watched the whole thing. He chuckled as he watched the pretty kitty prowl down the hall and slip into the training room. _Bravo, my dear, you are a natural. Let us see, now... the video from her cell is looping smoothly, so we loop the footage from the exercise room and… perfect. _

----

Felicia threw a punch at the punching bag, a pathetic punch. _All right. What was it dad said? I need to picture someone I really want to hit. Someone like… Jason. _Felicia growled round kicked the bag. She hit it pretty hard but overbalanced and fell on her hands and knees. _Ow! Okay, that was really pathetic. I'm glad no one-_ A dark chuckle from the door interrupted her thoughts. _… Saw… that… uh oh…_ She looked up to see none other than Dr. Octopus leaning against the closed door. He had his human arms and is upper two tentacles crossed in front of him. He was also shirtless and barefoot, wearing dark gray sweat pants. Felicia had a very clear view of the arms where they were fused to his body, the harness melted into his flesh and the skin growing around it. Her nose wrinkled in disgust and she was glad she hadn't turned the lights on when she came into the room. "How… how did you find me?"

Ock raised an eyebrow. "I surmise it never occurred to you to check for video surveillance, a rookie mistake."

Felicia's heart stopped and she jumped to her feet. "You mean… Fisk could be watching right now? Oh, man, I am in so much trouble…"

"I have dealt with the security system. Fortunately, this shift is covered by a group of drunken imbeciles with a penchant for gambling." Behind the glasses, his eyes were flicking over the black sophie shorts and tight pink tank top. She was a soft little rich girl, even with the fiery streak she possessed. Her recent run of unfortunate luck had begun to take its toll on her, but she still had yet to complete her transformation.

"Why?"

He flashed her a coy look. "Why what, my pretty?"

Felicia rolled her eyes. "I thought I told you to stop with that 'my pretty' stuff." Ock didn't answer, just stood and watched. "Look, I don't know why you did it, but thanks for taking out the security system for me. Now if you would please just leave-"

He chuckled again. "Do you honestly believe any one of Fisk's personnel is going to allow you to just roam around at will, entirely unattended?"

"Then why did you- oh, forget it." She whirled around and glared at the punching bag. "Talking to you is useless." Felicia tried to ignore him and go about her business but she was painfully aware of her girly fighting. It didn't matter when her father was watching, but Octavius always acted so arrogantly superior and she could feel him judging her.

"You do realize the source of your error."

Felicia jumped at the sudden sound of his voice so close behind her and whipped around. Some how he had ended up less than two feet from her. "If I want your help, I'll ask for it. Besides, Fisk said-"

"Fisk is not here now, is he."

Fear suddenly crushed Felicia's heart in its icy grip. She didn't exactly know why, but there was something in his voice that told her if she still had her super senses, they would be giving her all kinds of warnings. His bare hands landed on her bare shoulders and he turned her towards the punching bag. He was now so close she could feel the heat radiating off of his bare chest.

"You must utilize your entire body," he whispered in her ear. He felt her shoulders go tense and she started shaking. He smirked wickedly. "You must also relax, my pretty, and concentrate."

_Okay, okay. Do what he says and maybe he'll go away. Just calm down._ This was all easier said than done, however, because as soon as she relaxed her shoulders she felt his hands sliding down her arms, onto her waist, and down to her hips.

"Place your left foot forwards."

When he turned her hips, she felt her right hip brush his pelvis. _Oh, god, why is he doing this?_ There was a primitive instinct telling her to turn and fight. _I… I can't fight him…_ 'Fine, then flee. Flee!' The little voice hissed urgently. Felicia caught a flash of silver out of the corner of her eye. _I can't really flee from him, either. It's okay, though, because if I pretend nothing is wrong and do as he says, he'll leave me alone._ His hands continued their course down her body and he bent slightly at the waist to slip them between her thighs, just below the hem of her shorts. Felicia's breath caught in her throat and she gulped.

"Widen your stance just a touch, my pretty." She obeyed him almost mechanically and he let his hands wander back up her soft thighs to her hips. He stopped with his hands resting there, his thumbs not even a centimeter away from the ribbon of bare skin between her shorts and her tank top. Octavius could sense her apprehension. His top two pincers took gentle hold on her shoulders and a badly repressed whimper escaped her throat. He pretended not to hear it, though. His bottom two tentacles reach from behind him to grab her right upper and fore arm.

Felicia let him manipulate her like a doll, the tentacles clamped on her shoulders frightening her into a state of near shock. He had never ever used those four extra arms on her peacefully, and she didn't expect him to start now.

"Now, as you bring your arm back like so, you pivot at your waist and rotate your shoulders with your arm." Doc Ock knew he could seriously hurt her if he jerked forward on her arm hard enough, and the temptation was there. However, good sense and his passion for the experiment prevailed and Felicia was spared. "Allow your weight to rest on your right leg. As you follow through, you provide the punch with extra force by throwing your combined upper body strength into it. Your weight will shift to your left foot. Make a fist."

Felicia did as she was told, desperate to get him off of her. Then he thrust her fist forward with his bottom two tentacles, turning her shoulders with his other two tentacles and pushing her weight from her right leg to her left leg with the hands he had on her hips. She didn't really take note of what happened outside of that movement though, what effect it had on her surroundings, because she had ended up with every square millimeter of her back pressed against his body. Something in her head clicked and her mind just stopped working. His various hands fell away from her body and he stepped back.

"Now let us see you attempt it on your own." She didn't move, just stared at the floor looking quite pale. A rather sadistic smile spread across his lips. "Perhaps you require another walkthrough…"

Felicia's eyes widened as her mind popped back on. "No," she whispered. "I think I've got it." She looked at him over her shoulder, face expressionless, eyes hollow. "As I understand it, it goes something like this…" She whirled around, using the force of the movement and her entire body to drive her fist into that arrogant pervert's face. He didn't even flinch, and her hand was stopped. She fired her other hand at him, but his other tentacle blocked that one too.

He shot her a suggestive look. "Nice form, just a touch too slow."

Felicia struggled and pulled, trying to break his tentacles' grip to no avail. "Let go of me," she snarled. "Don't touch me!" He walked forwards, pressing her back towards the nearest wall. He gave her a shove towards it and let go. She pressed against the wall sideways with her arm over her face. "I'll tell," she threatened.

Octavius chuckled. "Kitten is running mewling to daddy? I am shaking."

Felicia turned towards him, hands balled into fists at her sides. "N-no. I'm going to tell… Fisk. That's right, Fisk, and…" She trailed off because the octopus didn't seem intimidated at all.

"And what? Admit that you broke out of your cell?"

_Dammit, he's right. Erg! _The metallic snakes were dancing and waving behind him, casting twisted shadows across her face. He stood with his arms crossed, seeming to be deep in thought, and she didn't like that one bit. His arms dropped to his sides and he took a step forward. Felicia pressed back against the wall. "St-stay away…" He took another step towards her. "Please, just…" The distance between them shrunk again. "Get away!" She finally yelled and turned to run. Two tentacles blocked her escape. When she turned to run the other way, two more blocked her in. She turned to face Octavius, flattening herself against the wall to avoid physical contact as he drew closer still. He stroked her right cheek with the back of his right hand then grabbed her jaw in a near vice grip that made her cry out. His left pointer finger pressed to her lips.

"Shh…" He whispered, gazing into her wide blue eyes. She was trembling, causing her breath to come in shallow, shuddery gasps.

He took her head in both hands and tilted her face up towards his. He leaned in close, closer. Felicia closed her eyes. _Please don't, I'm begging you! Please!_ His lips stopped and hovered a millimeter over hers. She held her breath.

"Don't stay up too late," he murmured. "I reactivate the security system in less than an hour."

He released her and walked away without so much as glancing back. Felicia's shaking knees gave out and she collapsed to the floor. She had this overwhelming desire to pour scalding water over every inch of her body he had just violated by touching. However, she had to get back into her cell before the cameras came back online. He had turned them off so she would have no proof of what had just transpired, not to benefit her, and she had no doubt that, his wicked deed being done, he would not hesitate to reveal that she had escaped.

Felicia scrambled to her feet and rushed down the hall, trying desperately to calm the torrent of emotions swirling within her long enough to locate her cell and remember the pass code. They all looked the same, especially in the dark. She was about to start panicking when she spied the triangular piece of metal she had used to escape resting in the hall outside one of the doors. _Oh, thank god! Okay... combination... Scratches... There's a scratch on the... one, and... four... Yes, I remember! _There was just enough time for the irony to hit her that she was trying to break into the very cell she had just tried so hard to escape, but not enough time to appreciate the irony. She punched in the code, dove through the door, and closed it behind her.

Felicia laid on the floor for a long time, not thinking, not feeling, just breathing heavily. The prospect of what she would feel when she stopped feeling so numb scared her. She didn't want to think about Octavius, but she had to. There was no way that something like what had just happened could happen and then just be dismissed. She found herself thinking back over everything that had happened here, wondering what Doc Ock had been thinking the whole time. What had he been thinking carrying her across the city, so close to his body? What had he been thinking as he loomed over her, her cowering before him in the green liquid? Then there was the one she really didn't want to think about, but couldn't help wondering all the same. What had he been thinking while he held her down for Landon? What thoughts had made his heart race and...

Felicia flung the piece of metal against the wall and listened to it clatter to the floor. _Why me? What is it that supervillains see when they look at me? Huh? First it was the Hobgoblin, now it's Dr. Octopus, and Michael sort of turned into a supervillain as well, didn't he? Oh, god, I feel so... so disgusting... I... I hate him! I HATE HIM! When I have my full powers I'm going to kill him! KILL HIM!_ By then she was crying, but she hardly noticed. She was too busy running scenes in her head in which she murdered Octavius, murdered the Kingpin, murdered Landon, killed everyone in the place except her father. Then maybe she would track down Jason as well. She would find him and kill him too.

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FATR: Now, consider this, gentle reader: an alternate "extended" /nudge nudge/ version of the work out room scene placed under Octopus Meets Cat. Tell me what you think of that idea, really, I'm dying to know.


	9. Somnambulant

FATR: It has been forever and a day since my last update, huh? Sorry, but RPGs really do eat your soul. They're fun, don't get me wrong, but I get so caught up the hijinks of a certain ADHD symbiot OC (with a penchant for late night kitchen and panty raids) named Misery that all else (even school, oops) ceases to matter. That, and I've been touching this up for some time. It's still a little rough around the edges, but I've been really sick all week so I'm just going to say "screw it, this will go up now, or it may never go up." If there is anything that does need touching up, whether it be typos or flow problems, I trust you, the reader, will tell me. Man, I have never had so many reviewers answer the questions I put to them every once in a while. I guess the last chapter made an impact. I only wish it could make even one fourth of the impact that Freak Like Me by Santanico (spelling?) made. If you haven't read that yet, read it now. It is spectacular! Ahem, sorry, that one makes me a bit emotional. Okay, well, Stray was the only one who answered in the affirmative, but I posted an extension anyway. More for my amusement than anything else I suppose, though more people than I expected have read it. It's not my best work. Writing a PG-13 rapefic was an interesting challenge in itself, though I doubt I will ever do it again on purpose. I'm working on an R rated version, so if for some reason your as dark as I am and/or you have a strange passion for Otto and/or Felicia (which brings up the interesting point that as far as I know this is a female dominated site, but that's a discussion for another day...) You can request an email of it. If for some reason you do want to read an R version and don't want anyone to know, email me and confidence will be kept, but make sure the subject line is clear. Wow, I'm jabbering far too much. Fine, on with the chip chip!

-

Felicia fired her fist into Octavius' stomach, dodged a tentacle, and kicked him in the side of the head. She had lost control. She was fighting with raw passion now, raw hate, raw anger. It overwhelmed her, consuming her mind with white hot fire. There was nothing that she could do now, nothing but give into the dark rage that had been gnawing at her soul since that night. She despised him, loathed the way he made her feel about herself, and it was payback time, it was... "I hate you," she snarled, landing another blow. "I hate you! You arrogant son of a bitch! Am I still your pretty! AM I!" Sweat prickled all over her skin, her eyes flared, and her breath rasped in her throat. She threw another punch, missed, and fell to her knees, panting.

"Kitten!" John ran up behind his daughter and knelt beside her. "Are you okay?" He had been worried about her lately, very worried. Ever since the training portion had commenced, she seemed to be running off this insatiable thirst for blood that frightened him to behold. He hoped it wasn't a side effect of the experiment. Of course he also hoped it wasn't a previously conceived effect of the experiment.

Felicia's fingers curled into claws as she dug her nails into the mat. "I'm fine," she growled and stood up. "Come on, I almost had it that time."

His daughter, once as harmless and sweet as a kitten, eyed the punching bag like a leopard eyeing a gazelle. "It's been almost three hours, I think it's time to rest."

"No, no rest," she protested, shaking her head. "I'm fine, I just..." _have to keep moving. If I stop to rest, I'll have to stop and think, and I can't think, oh god, I can't think..._

John favored her with a pitying look. No matter how hard she strove to hide it, there was a broken tremor in her voice as she spoke these last three words. "I know there's something bothering you. I just wish you'd tell me what."

Felicia leaned over to wipe her face on the edge of her baggy black t-shirt, swallowing her tears for the octodecillionth time in the past two days. Tell her father about it? How could she tell anyone? She felt violated and stung, yes, and she yearned for vengeance, but she was also so ashamed. She had done something to attract attention to herself, like with Jason, and Michael... That's what it was, so she would lay low and the problem would go away. Besides, if she told her father, he would try to do something about it, maybe confront Octavius, or the Kingpin. Either way, she doubted the bastard octopus would let John Hardesky walk away in one piece. Felicia hadn't even been allowed to walk away in one piece. Better to keep it all inside. It wasn't even like she ever had to see Dr. Octopus again. The experiment part was over. They would never be alone again, and as long as things remained that way she didn't have to worry too much. "There's really not much going on... I mean, it's just the experiment and all... general stress..." She wandered over to a bench against the back wall and sat down, picking up and toying with her water bottle but not drinking.

John sat down next to his daughter. "That's entirely understandable, but I think it's more than general stress."

Felicia still saw her tormentor once in a while, in passing. He would shoot her such proud and knowing glances, sadistic little half smiles. She wanted to rip his face off, but knew full well it was beyond her power, at least for the time being. "What makes you say that?"

There was definitely something she was stubbornly concealing. "The way you attacked the punching bag... I've never seen you so unhappy, kitten. What did they do to you?"

Not they, him. What had he done to her? What hadn't he done to her? Oh, god... What was he going to do to her? "I just pictured someone I wanted to fight, like you told me to..."

And who was this flaming inferno of rage directed at? Who had hurt his poor little girl so badly, destroyed her sweet innocence? "I gathered that. Who was it?" _Please tell me. If you tell me I can make it all better, I promise..._

"Well, there is, was, this incident, with a... a guy..." Felicia had to tell him. She would tell him everything. It was the thing, the only thing, to be done. Right? Then why was it so hard to get the words out? Maybe because giving voice to the problem would make it real, and she would lose her ability to dismiss it as a bad dream. Part of her wanted it to be, even almost believed it was, a bad dream. It was those smiles and that subtle body language when she glimpsed Octavius in the hallway that snapped everything back to reality.

"Go on," John encouraged gently.

"He... he was..." _Just spit it out! 'Dr. Octopus sexually harassed me.' Why can't I say it? It sounds so absurd... no one will ever believe me, he made sure of that..._ "There was this guy, I was engaged to him, named Jason..." She took a deep breath and let it out slowly, despising her cowardice. Some other time, maybe, she would tell her father about Octavius. Jason was another load she had to get off her chest, too, right? "On the night of our engagement party, I was looking around his house, thinking about some redecorating plans we had discussed. Behind a book shelf I found... I found an orange cape, and a goblin mask... He was the Hobgoblin, and when he found out I knew... He threatened to kill me if I didn't marry him. Then later I found out he didn't love me at all, only my looks and my status..." Tears were pricking the corners of her eyes. "But it's just been one thing like that after another, and I can't... I can't..." She burst into tears, ones that had been bottled up for two days now. It was only a small portion of the story, but now her father could comfort her. He always made everything okay. There was no problem he couldn't fix. Well, he couldn't fix Felicia's octopus problem, but... God, it just felt so relieving to run crying to her father with her problems, just like when she was a little girl.

The cat held his kitten in his arms. How he wished he could shield her from any and all bad things, but he knew that wasn't realistic. The world could be hell, he knew this all too well, and all he could do about it was try to be available to sooth her burns. Then again, he hadn't been available to provide even that small comfort. "The search for the single person you were meant to find can be taxing, but everyone finds that person eventually."

"I know..." Felicia sniffed and wiped her eyes on the back of her hand. "But why do I always end up being so wrong?"

"Everyone makes mistakes, it's part of growing up. Sometimes you just have to roll with the punches, and try to keep in mind that everything will turn out all right in the end." John fell into silence, gently stroking his daughter's hair as she calmed down. The only sound in the room for a long time was her hiccupping sobs. Finally he embraced her again and broke the silence with, "You have no idea how much I missed you and your mother. If I could have helped it at all, I never would have left you. I worry about you, I want to keep you safe, but..."

"It's okay, daddy, I understand," Felicia assured. _Besides, there are just some things that you can't save me from, some things that are beyond your prevention..._

"Are you ready to get back to training or would you prefer to lie down for a while?"

"Well, I am kind of tired..." Felicia admitted. She was human, sort of... but regardless, there were times when the very fire that fueled her just ate her out and left her an empty husk.

"Alright. We'll work on safe cracking after lunch."

It was dark and soundless. She felt like she was floating in a vacuum, yet she could breath. The lack of stimuli was relaxing, an immense relief. Here, there was nothing to think about, nothing to see or feel. Everything was peaceful, everything... wait, there was something cold and solid under her back. It summoned up recollections of waking up in the laboratory cell. Her eyes fluttered open slowly and flicked around. Overhead, harsh florescent lighting seared into her eyes, definitely not a help to the headache she was experiencing. Chilled air caressed her skin. "Uh... w... where am I?" She hear footsteps but when she tried to sit up or turn her head she discovered she couldn't do either. "What... what is this? What's going on?" She demanded, struggling.

"There is no reason for fear, my pretty."

That obnoxious pet name, purred in that all too familiar accent, made her freeze on the spot. Her tormentor glided into her line of site and stood, gazing down at her with those unreadable black lenses. The bright lights silhouetted him ominously. "What... Landon? Landon! Anyone?" Felicia's eyes darted around, terror digging icy talons into the pit of her stomach.

"We are entirely alone, as it should be..." He smirked wickedly and removed his gloves.

Felicia struggled and strained but whatever restraints held her stayed fast. His hands settled on her waist as he leaned towards her, running up her sides towards her chest as his lips drew closer...

Felicia screamed and sat up in her cell, cold sweat tiptoeing across her forehead and back. There was no sanctuary in sleep, either; not anymore at least. She hugged her knees to her chest in an attempt to still her shivers and bit her lip to quell the tears jostling for escape from behind her eyes. It was only a dream, a nightmare, and such a sorry excuse to cry. He wanted to get into her head, make her sick, make her paranoid. Crying would only confirm his domination of her, and she wasn't about to allow him the satisfaction.

"At last the kitten stirs."

The girl went rigid and the color rushed from her face. Swallowing hard, she turned her head slowly to face the prison door. Framed by the barred window was the face of her tormentor. The only sign of emotion was a twisted smile tugging slightly at the right corner of his mouth. He offered no other signs she could use to discern the intent of his visit. "What do you want?" She snapped, trying to sound angry and intimidating. However, this wrath only caused the smile to widen.

"I come bearing nourishment, my pretty, but if you do not require any, I will inform Kingpin of your choice."

At the mention of food Felicia's stomach grumbled. Training was exhausting work, not to mention the hate that was consuming her alive. However, he had used the promise of food to make her compliant to molestation before–however subtle it had been back then–and she remained skeptical. "Is that really all? And would you really leave if I asked you to?"

"I can observe you without being physically present."

Felicia's poker face slipped for a moment. "You... you've been watching me?"

"How else could I have known of your breakout?"

Felicia scowled. "You're lying. Quit trying to mess with my head."

"I do not need to try," he responded sinisterly. "Would you like lunch or not?"

"No," was Felicia's clipped reply but it was followed by an audible stomach growl. This appeared only to augment the octopus' amusement. God, she despised him.

Octavius opened, the door and stepped inside. "Do you fear me?" He asked, raising an eyebrow.

"No," Felicia snapped.

There was a tremor in her voice that almost made him laugh. She was so vicious, so stubborn, but still so soft. It wouldn't be at all difficult to take her and crush her, break her spirit, but the importance of the experiment outweighed any sadistic pleasure he may have gotten out of that. She turned on the bench and placed her feet on the floor, reaching out for the food but he withheld it a little longer. He could watch her on the security cameras from his computer, true, but the shadow of her on the screen was nothing compared to her radiance in person. He could almost smell her from this distance, the ambrosial scent he had inhaled deeply that night in the exercise room. "You have altered your style of dress since our last encounter."

Felicia's hands dropped back into her lap and her eyes turned down to study them. He was playing more games with her. Fine, she'd play along, as long as he didn't try to touch her again. _Try, hmpf_. If he got it into his head to touch her again, it wasn't like she'd be able to stop him. "That's correct," she answered softly.

"Pity." He cocked his head, taking in her submissive position: hunched shoulders, slumped posture, head down. "Do you remember our first encounter?"

There seemed to be an insidious and rather seductive note in his voice that made her shudder. "How could I forget being kidnaped?"

Octavius chuckled. "I am not referring to that little mess, my pretty." She looked up, confusion flitting across her porcelain face. "I am referring, of course, to the first time I approached your mother for the grant. You wore that exquisite white dress, a mark of your innocence, I imagine, or at least prefer to imagine. That is how I best recalled you those long months I spent incarcerated, after all."

"I can't say I recall..."

"Think, my pretty."

Felicia looked down and to the left, her original intention being the pretense of thought. All she wanted to do was complete this dialogue quickly and get him out of her hair. However, some recollections did bubble up from the dark recesses of her memory. There were vague images of the back patio on a sunny day. This had to have been at least a year ago, right? Something to that effect. Her mother had requested that she come out and introduce herself to a potential new employee. Felicia had grudgingly complied. Dr. Otto Octavius had struck her as eccentrically charming, if not a bit distracted and disorganized. Dr. Octopus was just plain unpleasant, no way around it. The more she thought about it, the more came to mind. He had been wearing an... eclectic outfit, to say the least. He had also stood to greet her and bowed to give her a courtly kiss on the back of the hand. "Now that I think about it... yes, I do remember. You didn't have much of an eye for color coordination, then, either."

The octopus scowled and raised one of the tentacles threateningly. "Do not provoke me." His scowl morphed into a satisfied smirk when she flinched back.

"Just give me the food and leave me alone," she growled, hands clenching into fists.

"Is that the polite way to ask?"

The feline glared daggers at him. "How dare you... I don't owe you anything." Felicia crossed her arms and turned her back to him, hoping it would make him leave. She didn't even care if he took the food with him. All she wanted was to be left alone. She heard footsteps and felt his fingers raking through her hair. Her teeth clenched but she didn't say anything.

"I saw your grace, your strength, when I abducted you. I wonder if I always knew our lives would become inextricably intertwined. Or is it hindsight bias?"

Felicia scooted away from him, continuing her refusal to visually acknowledge his presence. "Quit harassing me."

He laughed and put the food on the bench where she had previously been seated. "Why, Miss Hardy, is that a threat?" He crossed his arms and raised an eyebrow in amusement.

"What if it is?" Felicia shot an insidious look over her shoulder.

"Then I should like to see it carried out."

"When my training's finished, you are so dead." The gleam in her eyes showed that she meant it, too. "You'll be so sorry you messed with me."

Octavius stocked towards her. She stood up, apparently preparing to defend herself if necessary, or at least attempt to defend herself. Her fears were unfounded. He meant her no severe bodily harm. She obviously underestimated the value he place on her as a test subject. He possessed no intention of informing her, though. Fear was a primary factor in power. The deeper her fear, the greater her compliancy. He caressed her cheek. The sensation of its silkiness still lingered in his finger tips from the night before last. "En contraire, my pretty, I anticipate it. The breaking of a wild creature lacks esteem if the creature is not performing at peek condition."

He left her alone in the cell with those threatening words hanging in the air, invisible but ominously real. The rage that had been consuming her was abruptly quelled by fear. She groaned in frustration and turned to her meal. However, she was too caught up in a cyclone of emotion to notice how it tasted.


	10. Paranoia

FATR: You know what occurred to me recently? I wrote chip chip eight of this almost a year ago. This story has been going for about a year and I still haven't finished it. I just thought it out and there are about five chip chips to go after this one. I'm taking it all the way to the end of the episode The Black Cat. There's also an idea for a sequel kicking around in my head. The sequel would step into alternate universe land, but it could be fun. Would any of you read a sequel? I don't want to start something else otherwise, because I already have a lot on my plate. I don't own anything, so don't try me. Enjoy this chip chip, which takes place approximately a week after the last chip chip. The cartoon never gave a definite time frame beyond 'days.'

X)O(X

Dr. Octopus leaned back in the chair with his yellow gloved hands steepled in front of his nose and mouth, surrounded by the warm glow of the desk lamp. Octavius' full attention was glued on the computer monitor in front of him. His creation always paced the cell restlessly, and she rarely slept anymore. When she did, she tossed and turned as though plagued by nightmares, lips moving soundlessly. It was times like those he wished the feed had sound. She wouldn't speak to him when he brought her food anymore—no more than was necessary, at any rate. He didn't push her. He could see he was getting to her already. It was disappointing that the game was drawing to a close so quickly. The winner and the loser would be decided tonight. He'd refrained from messing with the security system all week just for that purpose. There was no need to arouse suspicions so close to the final event.

Meanwhile his test subject paced the cage like a trapped lioness. Occasionally she'd climb on the bench and carefully study any of the corners she could reach. For a split second the first time she had done it, he'd wondered what she was up to. It would certainly brighten things up considerably if she tried to escape again. He had quickly realized she'd been searching for the camera and had lounged back to watch. She hadn't found it then, and she didn't find it this time. Sometimes, if he was lucky, she'd look right into the camera without even realizing it. This was one of those occasions. He leaned forward and ran his fingers lightly over the digital image, gazing into her panicked eyes. Octavius had put that haunted look in those beautiful blue pools. He had given her the power and the emotional turmoil that would drive her new lifestyle. Felicia Hardy was his; not Landon's, not Fisk's, but _his_. When it was all over she would know that, too.

Doc Ock held Felicia's gaze for a few more moments before she jumped off the platform and slumped against the wall with her arms crossed and her head down. He didn't know what she was thinking, but he thought he could detect a slight tremor in her shoulders. Then again, the tremor could have just been a glitch in the connection. His eyes drifted to the clock in the bottom right corner. It was time to get her. He stood, stretched, and left the room Kingpin had so charitably provided for him—heavy sarcasm on that, of course. Octavius couldn't wait for a chance to screw the fat bastard over.

X)O(X

It was the space in between activities that really killed her. Time ticked by in maddeningly minute increments. Every second of Felicia's life was filled with a nauseating concoction of fear, paranoia, and rage, but mostly paranoia.

'_I can observe you without being physically present.'_

'_You... You've been watching me?'_

'_How else could I have known of your breakout?'_

Felicia groaned and once more let her eyes roam over the corners of her cell. How else, indeed. What she couldn't seem to figure out, however, was the location of the camera. She slid down the wall and scooted farther into the shadows at the back of the room. There wasn't much she could do if she did manage to find it, but she could try to stay out of its range.

'_The breaking of a wild creature lacks esteem if it is not performing in peak condition.'_

Shivers played tag down Felicia's spine as she imagined what he could do, and what he might do. Her head spun with memories of him smacking her around with his tentacles. Even with her new abilities, could she withstand that kind of punishment? She curled into a ball under the bench and whimpered to herself. She could recall all too well the wind rushing past her as the alley raced up to catch her with deadly hands. She remembered the sadistic smile on his face as he drew her back up, as he asked her if she liked it when he used his tentacles on her, and as he asked her if she wanted another walk through...

And with that her mind tumbled unwillingly back into the exercise room. She'd never dared to allow herself to fully entertain this thought, but she was too aware of the other end of the spectrum, of what breaking might really mean. But Dr. Octopus couldn't be like that, could he? Then again, he'd almost kissed her, hadn't he? Or had that been another mind game? Maybe it was all just a perverse mind game, either for some end of the experiment or for his own, twisted amusement. It seemed plausible that he was telling her all these things and doing all those things just to watch her twitch. It was elaborate, but that just made it seem that much more possible.

Felicia stretched out but stayed under the bench, tucked tight against the wall. He couldn't see her under here. Oh, no, she wasn't going to let him play his little game. On the other hand, by hiding under the bench she was playing right into his hands, letting him get to her. In a way, she was giving him exactly what he wanted, if he wanted to see her quiver in fear, of course. If he really wanted to watch her? Well, then she was better off under here. God, it made her head hurt. She wanted her father. She wanted Spider-Man. She wanted Peter. She wanted someone to hold her and tell her it would all be okay and that the big bad octopus wasn't going to get her. Felicia felt another urge to curl up in a ball but resisted it. Instead she closed her eyes and waited for the flood gates to open. Felicia couldn't cry where anyone could see her, but under here she felt secure somehow. Not safe, just secure. The sound of the door opening scattered her thoughts and sent her heart into her throat. She watched the yellow boots take a couple steps into the room but didn't dare to look up at the man they belonged too. If she found herself looking into those two dark holes, she feared she would lose it. Of course, Felicia didn't too much relish being in this submissive position in his presence.

"Come out, come out, wherever you are…"

At first she dared to believe he hadn't seen her, but quickly realized that was stupid. The dark laugh that followed his words drove home the fact that he was merely toying with her. Felicia gulped, feeling foolish, and dragged herself out of her lame little hiding place.

"Welcome back." Octavius found her attempt to shield herself from his eyes the most amusing development yet.

Felicia blushed and kept her head down so he wouldn't see it. "I… dropped… something…" she murmured. As far as she'd seen, he'd arrived empty handed, but he still had three more hands she couldn't see from this angle. Try as she might, she couldn't bring herself to look at him, at least not until she could erase the emotion from her face. There was a hissing sound and one of the tentacles lifted her face toward his. Just as she feared, her heart began to race faster when faced with those empty black spaces where his eyes should have been. The low lighting didn't help, either.

"And what might you have that you could drop?" He watched her eyes quiver uncertainly and tilted his head as a silent prompt for her to answer.

"I… just… nothing…" The arrogant chuckle that rumbled in his throat made her want to smack him. He pulled her closer and leaned in inches from her face.

"A search for nothing is a rather pointless endeavor. Wouldn't you agree?" Before she could respond, his upper right tentacle thrust its burden into her hands and shoved her back a couple feet.

Felicia looked from him to her costume and back again. He stood in the door way with his arms crossed, still as a statue. Even his tentacles remained still. The top two arched over his shoulders and the other two struck a similar pose just below his waist level. For several minutes they just stood staring at each other. Apparently she was meant to change into her costume, but he showed no intention of looking the other way. "Um…" His forehead creased slightly as he raised an eyebrow but most of the expression was lost behind those be-damned glasses… goggles… whatever they were called. "Could you…" Felicia made a turning around gesture with her pointer finger. Of course, she really wanted to make a considerably more obscene gesture with her middle finger, but she didn't want to hear another condescending, hypocritical remark about manners. She could even hear his damn voice in her head now, _'Is that any way to behave, my pretty?'_

Ock still didn't alter his stance one bit. "I have seen you in your undergarments numerous times already."

Felicia felt the anger simmering back to life. "Then you won't mind turning around this time."

Dr. Octopus scowled. "It would seem you are inferring something about my character."

Felicia glared back. "Maybe that's because I am 'inferring something about your character,'" she mocked in her best imitation of his accent. Another stillness settled over the room before he turned his back on her and waited. She watched him carefully as she removed her shirt in case he tried to sneak a peek but he didn't. In fact, she even dared to believe she'd actually triumphed in one of their confrontations. However, as soon as she stepped out of her shorts pulled her costume up to her waist he broke that illusion.

"There are video tapes."

Felicia froze. How many people were watching her from the surveillance room right now? Would her molester get a hold of one of those tapes? Or was he taping her with his own devices as she stood here half dressed worrying about it? She quickly pulled the rest of her costume on and noted the mask's absence. They were likely keeping her access to that restricted until they were sure she could be trusted. The mask was the true source of her power, after all. On her way out the door she gathered her nerves, got in Octavius' face, and hissed, "You sicken me."

Dr. Octopus only smiled at this fiery show. "I know the blind spots, my pretty." One of his lower claws snaked up and pinched her hard enough to make her cry out. "Do not push me."

Felicia stood rubbing her thigh and waited for the hot stinging sensation to fade. Before it could, cold metal seized her by the wrist and towed her down the hall in his wake. He moved so swiftly she had to do a sort of half jog to keep up. She had the impression he was doing it on purpose. That was the ticket for everything, wasn't it? Make little Ms. Felicia feel weak and inferior to the great Dr. Octopus. He jerked her into the elevator and pressed the button for a familiar floor.

"I suppose something will have to be done about these paranoid delusions you've been cultivating."

There was an arrogant shrug in his voice. Who was he to tell her about delusions, anyway? Who the hell was he to speak to her like he was perfectly sane and she was some deranged child? "Stop it! Just stop it!" He faced her with an expression of mild interest painting his features. "What do you want from me? Huh? What the hell do you want from me?" Felicia knew she sounded hysterical but she'd stopped caring. All he was doing was standing and watching, taking mental notes, reveling in her frustration. "Because you've won. Again. Okay? So stop rubbing it in my face." She finished on a frigid note that hung in the air between them.

"I've… won?" He shook his head and made a tsking sound. "This development is most unfortunate."

Felicia narrowed her eyes. "What development?"

"I surmise I must bring this up with Landon, though a complete psychiatric evaluation could take days and the Kingpin is hardly a patient man…"

Felicia wanted to scream. Here he had her, most likely on camera, acting like a mental patient while he remained perfectly calm and collected. Now he was indirectly threatening to tell everyone the chemicals they'd injected her with were making her paranoid? That would be the perfect trick to null the credibility of any accusations she might make against him, wouldn't it? It even sounded crazy to her, sometimes. She wanted him to stop so badly, or she really would go crazy, but everything she did only seemed to amuse him. Felicia took a breath and whispered, "Otto?" The use of his name seemed to intrigue him but he was still pretty much ignoring her. It wasn't very promising, but she pressed on anyway. It wasn't an approach she'd tried yet. "I'm asking civilly now. Please, stop. Whatever it is you're doing, I'm asking you to stop." He wasn't even looking at her now. "Does it have something to do with the experiment?" There was a ping, the elevator lurched to a stop, and the doors opened.

"Come along, my pretty. It reflects poorly on all involved if we are running even a minute behind schedule." Octavius knew he had her right where he wanted her, so he chose to stop responding to her 'paranoid rants.' He did, however, chuckle internally at how well things were handling themselves. All he had to do was whisper a couple things to Landon at the right moment and Felicia's credibility would be shattered. It would have to be done in her absence, so it could incubate in Landon's head untainted by any defenses the young woman might try. Of course, there would also have to be time for Landon to observe Felicia through the biased view point.

Still no answers, and she seriously doubted that anyone had any intention of giving her any. Either Landon and Octavius were plotting against her with the aim of driving her mad, or Octavius wanted to… to… God, she couldn't even think the word! "Um… schedule?" Then his eyes were on her again, but with the dark glasses she couldn't tell what part of her. Despite what he'd said earlier about her passing judgments on his character, he was still tall enough to see down her shirt if he wanted to. She shifted uneasily, wondering just how paranoid she was really being.

"The Kingpin wants to see a demonstration of your progress. You are being permitted some time to experiment with your new abilities before hand, under close supervision, of course."

Even when he turned his head away she felt like he was still watching her. That was another reason she hated those glasses so much. Not only did they make him look cold and inhuman, but she could never tell for certain where he was looking or what he was thinking. She pulled ahead of him just a bit to ensure he didn't have the angle to see down her shirt. Then it occurred to her he could be checking her out from behind and now she really wouldn't have any clue, but if she tried to fall back behind him he'd ask her what she was doing. Then he'd get to laugh at her for being paranoid again, whether she was justly paranoid or not, and have something else to take to Landon if he did indeed go… It was this costume. She'd liked it before but now it just felt far too tight and revealing. Stupid spandex. Spider-Man, the Shocker, Dr. Octopus… Anyone who ran around fully clad in this stuff on a regular basis really had to have a lot of guts. She also noted they stayed in pretty good shape, which she'd originally chalked up as merely for fighting, but there had to be a tiny bit of vanity there somewhere as well. This led her to wonder if any of them had ever stuffed their costumes, which promptly led to her decision to end this freakish train of thought before it could get too much stranger.

They'd stopped outside the door to a training room she'd only been in once or twice in the past several days. It wasn't the room where That Night had occurred, but Dr. Octopus was far too close to her now, much like he'd been just before he started touching all over her. In fact, when he raised his right hand, she instinctively flinched to the left. Then she realized he'd been reaching for the door knob and felt like an idiot. A tentacle brushed her left leg and she jerked away from that, too. Could he feel through those things? She shot a look over her shoulder as he pushed open the door and thought she saw a smile on his face. Right then she couldn't resist the panicked thought that her and her tormentor would be left alone again, and he knew the blind spots in the security system… The door opened to reveal Landon, her father, and an armed guard. Felicia had never been so glad to see another person in her life but she resisted the urge to run to her father, throw her arms around him, and start babbling incoherently. Instead she glided casually into the room with only a cursory glance at Landon and stopped in front of her father. "What's going on?" She already knew what was going on, but if she spoke only to her father and pretended the other three men didn't exist it made the situation easier to handle.

John forced a smile. These were hardly conditions he would have chosen for this moment, but they would have to work. His kitten seemed nervous and he hoped it wouldn't affect her performance. Maybe she'd feel different hidden behind her alias. He remembered he'd felt an extra boost of confidence whenever he'd put on his mask. "You get to show off."

Felicia felt her stomach knotting up as Landon stepped forward with her mask. There hadn't really been a major change before, because there had been very little for the chemical to augment. Her training had been conducted without her powers so she would have to work harder, and thus possess that much more strength when she finally did put on her mask. She'd been so confident that once she accessed her full potential, she'd be invincible, but when it came down to it she was scared. What would happen to her if the experiment failed? Would they dispose of her and start again? Would they just throw her to Dr. Octopus? Either of those two outcomes would, of course, be preceded by still more poking and prodding to find out what went wrong. Worst case scenario they would dissect her. She took the mask slowly and stared down at it. Her hands wanted to shake but she wouldn't let them. She had Hardesky blood running in her veins, after all. Hardeskys could take on anything. Just look at her father…

Dr. Octopus watched her contemplating the mask. He noted the look of uncertainty in her eyes, the way a few strands of hair escaped her ear to fall down her porcelain cheek, and the small tremor in her hands as she raised the mask to her face. She tried to seem so calm and collected, but he'd seen into her eyes and he knew there was a storm of emotion swirling just beneath the placid exterior. It was that emotional turmoil that would change her the most, no matter how many weights she lifted or balance beams she walked.

This was ridiculous. She'd put on the mask before, and nothing terrible had happened. Expelling all doubt, she pressed the mask to her face and closed her eyes. The change washed over her in a tingling wave, much like before. Her physical strength increased ten fold, her senses opened up and drew in every miniscule detail of her surroundings, and the long white hair fell in a curtain around her lowered face. There was something else inside her now, though. An infinite confidence plowed through the tumultuous fear and anger. She'd seen cats strutting through alleys and preening themselves in windows, and now she was experiencing that pride first hand. It wasn't like human pride, which could be shattered at the touch of a feather. There was no bottom to the hubris of a cat. If a cat fell off the back of the couch, he landed on his feet and played it off like it he'd done it on purpose. It wasn't all cool arrogance, though. Felicia felt this undeniable urge to leap and bound and play, despite the exhaustion of being paranoid and wrathful non-stop for the last week or so. She wanted to play, and she didn't care who was watching, so she did a cartwheel, just for the joy of it. That was when she realized the purpose of the spandex. With her physical transformation complete, now, her costume fit and moved like a second skin. Her cartwheel ended in a hand spring that landed her on the balance beam. She actually laughed out loud and another half cartwheel brought her into a one armed handstand.

Octavius felt his own swelling of pride as he watched her smooth movements from one position to the next. He so desired to reach out and touch the lithe, agile creature that _he'd_ made. Oh, sure, Landon and Hardesky had helped craft that amazing frame, but the spirit driving it had been broken and reconstructed by him and him alone. The breaking process wasn't completely over. Felicia was scared of him, but the Black Cat wasn't, at least not yet. Once he broke the Black Cat, he'd have all of Felicia Hardy. And once he had all of Felicia Hardy? Well, the rest would just have to be seen…

X)O(X

FATR: And… scene! Well, I felt that this started out well, then started getting worse, and finally ended on a strong note. I hope you feel the same. I'm only sorry it took so long, and fear I may have lost a few of my original readers. I guess I'll find out.

**Moonjava: **Thankies, as usual. I know I haven't lost you as a reader.

**LadyKayoss: **I also know I haven't lost you as a reader, and you haven't lost me, either. Who doesn't fall behind once in a while, anyway? I've certainly fallen behind on this fic. It makes me dizzy to think it's been… What, five months since my last update? Geeze, I have attention span issues when it comes to fics…

**Doc Ock's Girlfriend:** I really hope you're still with us, despite my recent attention span lapses. Oh, man, I love cartoon Otto's accent so much! And those muscles, and that intellect… You know, I don't care if he has no sense of color coordination, or if his hairstyle is questionable. I love him! I proclaim here and to you all, I love him! Which is probably why the Otto's-a-closet-pervert element snuck in… Anyway, if you still live, please review and let me know, even if all you want to type is "Hi."

**NeoNails: **Are you still with us? I do hope you are. Um… I'm not exactly sure what scene you're talking about. As I said, I'm going all the way to the end of The Black Cat, so I will cover the fight scene at the beginning of that episode. If that's not what you were talking about, give me a clearer explanation and I'll write you a one-shot if the scene isn't in this fic. By the way, didn't you used to be Catgrl, or something to that effect?

**Ottea Octavius: **Wow, a new reader. Awesome! I haven't updated this in months and you still found it. I must agree about the love for the accent, and at the risk of being repetitive (see what I wrote to Doc Ock's Girlfriend) I love him! And indeed, a fangirl like me cannot help but read into anything and everything Otto does or says. Strange that he went from calling her Miss Hardy to My Pretty in the space between the two episodes, isn't it? I think you'll like the next chip chip of this story /wink/ but I'm not giving anything else away. Oh, and if you're a fan of Doc Ock/Black Cat pairings, maybe you'd like to go check out Octopus Meets Cat, if you haven't all ready. The link, of course, is in my profile. Thank you and /hug/

Penguin Peace!


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